My Hero Arachnidemia
by Chaser Red Productions
Summary: Doctor Strange said there was only way to win. He said it was the only way. And so did Peter...With his sacrifice he saved the universe...Or, has he doomed two? I do not own the art in the cover. The art used belongs to its respective owner.
1. The Prologue

There were millions of possibilities. Millions of ways. Countless paths on this adventure.

And there were only a handful of outcomes in which they made it back. any of them.

And Tony just paled at the thought of it. His worse fear was coming true. Ever since New York.

As he stood on the rubbled ground of Titan, a sharp pain in his side as he stared the Mad Titan in the eye, all he could do was attempt to raise his hand. He grabbed Thanos, his hand barely holding onto a fourth of the purple giant's wrist as he tried to fight.

To that, Thanos simply pulled away, taking one step back. "A fighter to the end. Truly admirable..." Tony fell back onto a slab of debris, coughing up blood as everyone watched.

Doctor Strange, just across from the genius. Peter, struggling as hr laid on the floor, the eyes of his mask narrowing. The Guardians of the Galaxy, Quill Mantis and Drax sprawled around the ground.

The mad titan looked around his fallen enemies. Not a smile. Not anything but resentment for everything. "When I'm finished, half if humanity will still be alive...I hope they remember you..." He spoke solemnly, before raising his hand and closing it into a fist, the space and power stones glowing in his gauntlet.

"Wait!" Everyone heard. Thanos, Tony and Peter looked at the source. It was Doctor Strange. He shook his head. "I'll give you the stone!...If you'll spare his life..."

There was a moment of silence, and inly seconds later Thanos raised his arm at the sorcerer, all his stones glowing. "No tricks."

Strange gave a nod, and slowly raised his hand.

Peter watched, planting his hand firmly into the rubble and lifting himself up. "D-Don't..."

"Strange?!" Tony shouted towards the stonekeeper.

With a flash, a green gem appeared, glowing dimmly for all to see.

All the while, the spider slowly got onto his feet, before falling on all fours.

Strange levitated the the stone over, slowly towards the Titan as he opened his palm.

"No!" They all heard. The young Arachnid got up, running at full speed before jumping into the air just as the Time stone was inches from the giant's fingertips. He swiped the stone into his hand and rolled onto the gloor before planting his feet firmly into the ground and sliding to a stop.

"Kid!" Tony shouted, pushing himself up but collapsing mere seconds after getting on his feet.

"I got it Mr. Stark! I'm fine!..." Peter spoke, kneeling but slowly and shakily getting on his feet. Only seconds later did he feel it.

The power, the surge of energy hit him like a speeding train. More than that. Bright green lightning began to envelope the young hero, making him arch his back, the eyes of his mask going wide in pure agony. He screamed out for all to hear, gripping his hand tight on the stone all the while.

Everyone watched, in horror, or amusement.

"Hm. What a display." Thanos spoke softly, and slowly took steps closer. "Most beings would perish immediately under the raw power of an Infinity Stone. I commend you. But now...It's time to give me the st-" He was abruptly cut off by a glowing beam to the chest, sending him skidding back a few feet.

Peter stood tall, two of his robotic spider-like appendages thrusting themselves into the ground, while two were pointed directly at Thanos. The tips smoking some as their owner stood hunched over, twitching, struggling to even stand, much less speak. He slowly lifted his fist as it gave a dim glow. while his free hand wrapped its fingers around his wrist.

"You're...not getting this stone!..." He yelled through his teeth, his whole body shaking.

Thanos gave a low growl, putting a hand on his chest where he was hit. There was scorch mark from the blast, and a hint of pain, even anger his tone. Not much, but still there.

Slowly he took a step forward, deciding to simply watch as the young Arachnid burnt himself out. Peter soon lost balance, the pain blinding most of his senses, including his sixth one. He fell onto his knees with his head down and his glowing fist close to his chest.

It was only mere moments before Thanos stood over him, the shadow of the titan shrouding the young hero in darkness.

Peter lifted his head up, and the moment his eyes locked with the titan his eyes went wide as he began gasping for air. With the massive fist wrapped around his neck he felt himself get lift up off the ground. His legs swung weakly under hom for something to plant themselves on as he grabbed the titan's wrist.

"Peter!" Tony shouted, having rolled onto his stomach, drained of any energy he had left. All he could do was watch. "Don't do this!"

"Any last words?" Thanos spoke solemnly to the spider, who was twitching and shaking from the raw power of the Time Stone. He let out a groan as he looked into the titan's eyes, gritting his teeth behind the mask.

But for a quick moment, behind that very mask, he flashed a small smile. "I have a question...I just have to snap my fingers, right?..."

To that, Thanos raised a brow. Such an odd question at the face of death. And he said...'my fingers'...

Thanos tilted his head, and looked down to the gauntlet around his free hand. His eyes went wide. The space and reality stone were gone.

"My uncle once told me..." Peter started, lifting his fist up. Both stones were on the back of his palm, while he kept the Time stone in his firm grasp. He pressed the tips of his thumb and middle finger as he finally finished. "Y-You only live once...so do it right!"

"No!" Was all the mad Titan could get out, before Peter snapped his fingers. All either could see was white.

Tony and Strange could only look away from the blinding light, shutting their eyes tight as they were blown back, much like everyone else in the area.

Iron Man tumbled over the ground, into a slab of debris onto his back. He groaned in pain and grit his teeth.

Slowly he turned his head to where Peter and Thanos were. Only to see both were gone. Nothing to be found. No bodies, no dust. Nothing.


	2. Chapter 1 - Crash Landing

He couldn't feel anything. Nothing. He was numb. Everything was pitch black for a moment, only for his vision to be filled with dark clouds in the sky, that were...getting farther away from him?

His senses soon came back, and in mere moments he could feel the wind against his back. The eyes of his Iron Spider mask widened to normal, before squinting as he regained full consciousness.

"What the..." Peter spoke to himself, trying to find his surroundings.

He looked over his shoulder, and immediately his lenses widened fully. "Oh god..." He started, beginning to move around, his body parts flailing around as he grew louder and louder.

"No, no no! NaaAARRRRRHHHHHH-"

* * *

"THE FUCK DID YOU JUST SAY TO ME YA FUCKIN' NERD?!"

"I-I just said you did good on the Rescue course is all..."

"I DON'T NEED YOUR FUCKIN' COMPLIMENTS!"

"R-Right! Right, got it!"

U.A was a prestigious university. A highschool, the top hero school in Japan and possibly the world. It hosted some of the best pro heroes in decade the last decade and even now, with class 1-A: The most popular of the classes to the public based upon the positive reception from the sports festival a few months back.

It was the end of the school day, the red sun was falling from the sky once again behind the main building of the campus, casting a shadow of the school over the students leaving for home.

Two young men, a spiky-haired blonde with the pants of his school uniform sagging some and a smaller broccoli styled green hair with freckles, spoke. Or more so, just the blonde yelling at the top of his lungs at his companion.

Izuku Midoriya, a Freshman alongside class 1-A with possibly the most versatile Quirk in Hero Society: Super-Power, allows him to enhance the power of his muscles to give enhanced speed and strength.

Katsuki Bakugo, a hot headed first year in class 1-A with the power of Explosion: In which his sweat works as a flammable nitroglycerin-like substance that he can blow up at will.

As Bakugo calmed down some, Midoriya gave a sigh, looking away.

"Besides, don't try and butter me up. You stole my moves." the blonde huffed, stuffing his hands into his pants pockets.

The blonde began to walk forward towards the entrance gagate of the school. But he soon stopped in his tracks.

"The hell is that?" Bakugo questioned to no one in particular. Although, it did get the attention of Midoriya.

The broccoli haired young man stepped to the blonde's side on the right, looking up in the same direction as him. They saw something in the distance, something red with a hint of blue.

Midoriya narrowed his eyes in an attempt to get a better look. And as he did he realized something. Whatever it was, it was coming right for them, quick. At that rate it was going to hit them almost head on.

The moment he realized that, there wasn't much time to act. The young hero quickly slid his left leg closer towards Bakugo, turning towards the blonde as the veins in his legs began to light up with power under his clothes.

He lunged forward, wrapping his left arm around Bakugo and leaping yards ahead of them while screaming "Watch out!" as the flying object crash landed past them.

The unknown object, like a stone skipping over water, bounced from the cement ground into the air, before meeting a sudden stop at the stairs of the school.

Midoriya slid to a stop on his feet, his hand on the ground to steady himself. He looked vigilant, ahead at where the object had landed.

All the while he heard a groan, as his classmate sat up from the ground in spoke out in anger. "WHAT THE HELL?! DON'T EVER DO THAT AGAIN, UNDERSTAND ME?!"

Midoriya was unphased. Standing up a bit hunched over with his fists balled up he looked on at what it was. Slowly he made his way over to the crashsite so close, as people began to crowd around it.

The students around the object stared, mumbling to each other as Izuki attempted to look. He ran into the back of a girl his height, if not shorter. she had brown shoulder length hair, that curved inwards into the back of her head except for two longer clumps on either side of her head, and big warm brown eyes to match.

Ochako Uraraka, arguably the youngest first year in the Hero Course, part of Class 1-A with the Quirk Anti-Gravity: In which anything she touches defies Earth's gravity to the point they begin to float.

The young girl looked over her shoulder up at Midoriya, a look of worry on her otherwise usually positive face.

"What is that, Ochako?" Midoriya questioned, lifting his hand and pointing towards the object before he looked up. He couldn't see eactly who or what it was, a bunch of upperclassmen were lolooking down on it, prodding. But he could infer that it was an actual person.

"He's alive..." One of the upperclassmen stated as he examined the body. "But his whole nervous system's lit up like a Christmas tree."

"Alright, alright. Everyone move." The crowd all turned their attention to a dry firm tone, that belonged to one of the teachers of the school.

Shota Aizawa, the main teacher of class 1-A, and the not-so-well known Pro-Hero Eraserhead, with the disabling Quirk, Eraser: in which he can switch off any Emitter or Transformation Quirk as long as the person is in his sight.

A few of the students surrounding the body moved out the way for the teacher to come through and get a better look.

Though he seemed unphased, the sight was to be buried into his mind.

laying against the steps of the school was a kid, roughly about seventeen or eighteen, in a costume with red and blue as primary colors, and black lines all over designed to represent a spiderweb pattern. Pieces of the suit were ripped and torn, from a gash to the chest to a hole in the left shoulder and small cuts to the fabric of the thighs and left arm, to the torn right arm. In which there was no fabric at all from the elbow down. His right arm looked cooked, instead of a balance pinkish complexion, it looked severely burnt.

Aizawa wasted no time, looking over his shoulder towards all the students. He had that same look, but his voice carried more weight. "Why are you all standing around? Someone get Recovery Girl before this gets any worse."

"Lets get him to the infirmary." An upperclassman suggested, standing over the young unconscious kid

Midoriya slipped his way through the crowd, stepping towards them with a look of worry. "I can help!" He stated, kneeling over him, grabbing his left arm and draping it over his shoulder. After he lifted him up, one of the third years took the right side as carefully as possible before taking them to the school infirmary.

All the while everyone around watched.

As the young hero was carried off, a third year spotted something from the corner of his eye. On the ground was an orb, with a metallic red primary color and black secondary color with golden accents all around. He raised a brow, bending over and grabbing it. The moment he held it in his hand and got a good look at it, his eyes went wide. "Jesus!"

Aizawa turned his head towards the student, keeping his same stoic expression. "What's wrong?" He asked dryly, his eyes shifting to the orb. "What's that?"

* * *

Hours passed, the red sun had set and the dark if night had taken over. Most of the students from U.A had gone home for the day, and local enforcement were of course sent in to investigate the incident that took place hours earlier.

In the school infirmary the young boy Peter laid in a medical bed, groaning softly after hours of silence. Peter opened his eyes slowly, his vision blurry from lack of focus. Not even a second later he shot up, sitting himself up on the bed, with a sting of pain courseing through his right arm. He winced, balling his right fist as a response. He also noticed something, he was no longer in his suit. Instead he was in a grey T-shirt and grey sweatpants

"Oh good, you're up." Peter heard, and turned his head to the left to see the stoic and emotionally drained Aizawa staring straight at him. His dead expression caused the young man to sriffen up some, gulping softly.

"U-Uh...Hey..." Peter smiled nervously. He then began to look around the room. It seemed like an ordinary school nurse's office, of course, with two to three beds, a fesk next to the windows with a beautiful view of the school campus, and an array of medical equipment. "Where...Where am I?...I knows it's an infirmary but-"

"U.A. The top Hero School in Japan." Aizawa stated bluntly as he sat by the bed, indifferent. Though, the young hero in training was not.

"Japan?!" He shouted out, looking right back at the teacher, who just raised a brow. "L-Like Asia Japan?!"

"Is something the matter, Mister Parker?" the teacher questioned bluntly once more, which took the young man back for a moment.

"Uh...How-"

"Your transcript." the teacher replied. He reached down to the floor and grabbed a clipboard, looking it over. "You are Peter B. Parker right? seventeen years old, one of the top classes in Stark Academy. Here for the Hero Society Exchange Program."

It was a lot to take in. Peter looked straight ahead, attempting to process everything. He was sure he'd die when he snapped his fingers. But, he was fine. Even his arm was okay. And he felt it be torn asunder from the inside out. Though, when he looked at it now there where scars around it. They could be passed off as weird tattoos but he refused to call them that.

"Yeah, that was pretty nasty too." Aizawa started. "We thought we had to amputate it for a while." From that statement alone the young man jumped, gulping.

"W-What?!"

"It's fine. Better than we thought it'd be anyway. You healed almost entirely." the teacher in black pointed towards Peter's right arm. "It makes sense. I hear spiders can self heal."

Peter nodded softly, sighing as he looked at this renewed arm. He wrapped his hand around around his wrist, moving his right fingers around for feeling, of which he felt it all.

Suddenly the door to the room slid open, much to his surprise. His sixth sense hadn't kicked in one bit. He jumped up in his bed once again and looked to who it was.

In the doorframe stood a young woman, who seemed to be his age or close to it. She was short, but had quite a mature build, bright green eyes with what looked like the crosshairs of a scope as her iris, and a massive smile. She wore a set of goggles on her head, brown baggy cargo pants, a black tank top and a dirtied green jacket.

This was Mei Hatsume. The top student of her class in the Support Course. With her Quirk, labelled Zoom, she can increase her sight up to at up to five kilometers.

"Well hello there, cutie!" She grinned almost devilishly as she put her hands on her hips. "My name is Mei Hatsume!"

Peter just stared, turning greatly flustered as he looked over his shoulder at the pro-hero teacher. Without even asking he got an answer.

"She'll be your host for your time here." Aizawa crossed his arms, looking over the two.

"I wasn't at all sure about it, especially with how last minute it was, but then I got a look at your equipment!" She stated plainly and with excitement, getting up closer, inches from his face, and looking him right in the eye. Peter's cheeks burned a light red as he inched away uncomfortably. "How did you get equipment that advanced?!"

"W-Wait, what?-"

"The suit, the wrist gauntlets! The mask! Who made it?! The manufacturer! Are they hiring?"

"Uh..." It was obvious the young man was flustered beyond belief, from the glowing red cheeks. It didn't stop Mei however.

"Miss Hatsume!" They both heard, the young support hero looking over her shoulder.

A woman, with dark purple spiky hair and a fair delicate complexion leaned herself into view of everyone. she wore glasses, which fit a librarian's look along with her outfit, a grey suit jacket, white dress shirt, a skirt reaching her knees and stockings that covered all of her legs. Her spiky hair put into a ponytail that went to her back while her bangs brushed against her glasses.

Yet another teacher of the school. Nemuri Kayami, the pro-hero known as Midnight. Though, not on any known top hero lists, she was well known for her...pioneering of the female figure of Hero Society. Especially with her Quirk: Somnambulist.

"Miss Hatsume, behave yourself!" She stated firmly, walking through the doorframe towardtowards the students and teacher. She looked directly at Peter, standing over Mei with an apologetic smile. "I'm sorry Mister Parker! She can be a little hyperactive at times! I hope you don't mind!"

Silence filled the room as the young transfer student stared at the two women, before looking over his shoulder towards Aizawa. He simply shrugged.

"Okay, uhm..." Peter attempted to speak. Having been sent from a planet out in space, fighting a giant purple hulk and suddenly snapped into a Japan with a buch of heroes running around, he was growing more and more confused. "My...My suit, my stuff, where is it?"

"Your suit needed repairs. Or, needs repairs." Aizawa said bluntly.

"Such sophisticated equipment! I haven't seen anything like it!" Mei grinned, causing Peter to look back at her.

"We have it all packed up for you to take home with Miss Hatsume." Nemuri stated, putting her hands on her hips. "The case is just outside!"

Peter gave a simple nod, sliding himself off the bed onto his feet.

"You shouldn't try any hero work for a few days. You're probably really sore from your...arrival." The Hero Course teacher said. "I'll see you on Monday at Class 1-A. Take the weekend to get yourself together."

"Right..." the young American smiled weakly, giving a thumbs up.

With that Mei left the room, expecting him to follow, of which he did. But not before he felt a hand on his shoulder. It was Midnight, leaning against him and resting her chin on his head. Peter stiffened a bit, staying silent.

"I can't wait to get to know you~" She spoke softly, quiet enough for only him to hear. "In my experience, American Exchange students are always the most interesting~"

"O-Okay! I shouldn't keep my host waiting!" Quickly and swiftly he slipped away from Nemuri, making his way out the room where Mei stood next to a briefcase.

"This is yours. Your suit, and equipment!" She stated with a wide grin. Peter walked to her side, grabbing the handle to the case and picking it up. "Now follow me! You and your gear are mine tonight!"

"Uh...Wha-"

"C'mon!" Hatsume grabbed his arm, pulling him off through the halls.

All the while the two teachers watched them from the infirmary doors.

"Alright, what did you say to him?" Aizawa questioned the R-Rated hero, who simply shrugged with a small smile.

"Whatever do you mean, Shota?" she questioned almost obliviously. "I simply told him what I thought. I can't wait to get to know him~"


	3. Chapter 2 - First Date

The train ride home was mostly a quiet one for the two students. And it was almost painful for Peter.

Though most of it stemmed from his injury from coming here, part of it came from him trying to wrap his head around the situation he got himself into. As well as the lingering questions that he was left with after his exchange with the two teachers.

The whole time he was standing on the metal floor of the subway cabin staring into space deep in his thoughts. How did Aizawa get a transcript of him? How did he get an alibi in this 'Hero Society'? How was he going to get back home? How did the stones even bring him here in the first place?

All these questions racing through his mind a thousand times every half second, trying to rule out everything, determine something.

He felt a tap on his right forearm, and turned his head quickly to who it was.

It was Mei, sitting right behind him while stating right up at him. She wore a wide smile as she stared. Something Peter took note of.

"We get off at the next stop." Mei stated with vigor. She then got up from her seat, stuffing her gloved hands into the pockets of her dirtied jacket. "Are you ready?!"

"Yeah...I think.." Peter nodded softly, looking down to his feet. He could feel the young inventor's gaze upon the side of his head. "I-I'm sorry it's just...It's been a long...long day..."

"It's fine!" Hatsume grinned, with a smack of her hand against his back. It wasn't anything he wouldn't be able to handle, but he was drained. He stumbled forward a bit, but quickly caught his balance and turned towards her. "After what happened, how can you not be tired? Luckily it's the weekend! You'll have two whole days to recuperate!"

"I...feel like I'm gonna need more than two days..." Peter sighed softly.

Mei turned away from the young hero, grinning as she closed her eyes. "You'll be fine! You fell out of the sky, right?"

"I was put in a coma." Peter replied, growing a small smile and raising a brow.

"Eh." She simply shrugged.

All of a sudden the train hit the brakes, jerking everyone inside jerk forward. Peter kept his balance, grabbing a railing and holding on. But he was quickly knocked down by Mei's body running into him.

He kept a firm grip on the rail, on instinct wrapping his arm around her and holding her close. As the cabin eased to a stop, Mei grabbed the rail, her hand a few inches from Peter as she looked up over her shoulder at him. She was still smiling.

And it was at this moment something in Peter's head clicked. His arm was around a beautiful young woman. His hand was on her side.

"Hey, Petey!" she said. She then looked down at his arm round her torso, patting his forearm with her free hand. "Time to go, alright?"

"Right..." He nodded. His cheeks were beginning to glow a light red as he let go of the railing and her.

Or at least he tried.

Under most situations, even stress and frustration, the young hero is able to control the adhesive hairs on his hands and feet. However, this was not stress or frustration, or even fear or nervousness. Though, they were likely major factors.

He ended up tugging at Mei's shirt, much to both their surprise, Peter's embarrassment, and Mei's interest.

"Ahh...Ah no.." Peter cursed himself, tugging on the rail his hand had stuck to while the young inventor watched. Though he had his hand stuck to her tank top, Mei was unphased. All she did was smile. "I-I'm so sorry! This never really happens..."

"Nonsense!" She spoke proudly, staring up at him with her scope-eyes. She put her hands on her hips as she continued. "You're nervous, right? I get it, everyone gets nervous around me."

It took a few minutes before Peter's hands got unstuck from everything. And after they left the metro station it took them a good twelve minutes to get to their destination. A six story apartment complex by the edge of Musutafu City.

It was actually familiar to Peter, when he saw it from afar and upclose. Even inside in the lobby. It was nice, the interior. It was bigger than his lobby by just a little, with hard tile floor right under them.

Peter looked around the place, looking up at the ceiling at the lights lighting the place.

"Our room is upstairs, on the third floor. " Mei stated, bringing the young hero back to Earth to look at her. "C'mon, I wanna see what you're packin' before we go to bed!"

"U-Uh-" Was all the American could say before Mei grabbed him by his wrist and pulled him off quickly.

The two made their way upstairs, taking three flights of stairs. After, Peter followed his host down the hall, until she stopped at a door and pulled out her keys from her pants pockets. She turned towards Peter, pointing up at the ceiling. "If you ever get locked out, there's a key on the doorframe, okay?"

"Okay..." Peter nodded. With that Mei slid her key into the doorlock and turning it to the right. Once thry heard a click she grabbed the doorknob and pushed it in, opening up.

After, Mei stepped back, lifting her arm and gesturing for him to come in. "Make yourself at home! What's mine is yours and what's yours is mine!"

Like nearly every other time today, he wad grew speechless for a moment. After, he flashed a smile and nodded softly. "Thanks..."

Peter made his way inside the apartment, down the short corridor to the living room. Right in front of him was the back of a two person couch, right in front of a sixty inch flatscreen TV on the stand of a glass table full of DVDs and video cases. It was pretty simple, with grey carpeting on the floor, yellowish walls, a white ceiling and a chandelier kightung the room.

"The room on the right is yours." Mei stated, smiling up at him. "And it's clean!...I think."

"You think?" Peter raised a brow, to which the young woman shrugged.

"Okay, you're probably tired." Mei tapped her chin with her finger as she looked away from him up at the ceiling. "You can get some sleep. And tomorrow I can get to work with your suit!" She grinned, putting her hands on her hips.

"Yeah...Yeah, alright..." Peter nodded, giving a thumbs up with his freehand before walking off towards another corridor, where their were three doors. One on the right and two on the left. He twisted the doorknob to his room open, walking inside.

The bedroom was small, with one twin bed, a nightstand and light, and a small waredrobe for clothes.

Peter walked over to the bed and sat down, setting his case down right in front of it, unlocking the clips of it, and swinging the top of it back onto the floor.

He was devastated by what he saw. His eyes wide.

There his Stark suit was. Cut and tattered, with the right arm of it gone. His webshooters were fine however, as well as the mask.

But one thing filled his mind after all of that.

Peter grabbed the mask in the case, slipping it over his face. Before his eyes the HUD came on. Everything seemed normal.

"Okay...What happened..." Peter spoke to himself, but got an unexpected answer.

"_You fell and landed on your face at high velocity._" He heard from a familiar, womanly voice pattern. He knew it immediately.

"Wait...Karen? Karen, is that you?" He question getting up as the eyes of his mask narrowed. "H-How are you online? I didn't-"

"_Of course you didn't._" She cut him off abruptly. "_This was an update to my subroutines. If anything were to happen to you, I would be activated with the sole purpose of ensuring your survival._"

Once again, he was left speechless. Only getting out: "Huh..."

"_Mister Stark nicknamed this the Babysitter Protocol._" She continued.

And Peter just sighed. "I thought so..." He groaned to himself. But then continued on to question. "So...A teacher at this school, U.A-"

"_U.A, a Highschool designed to teach adolescent youth how to control mutations in their body to better fit in or enforce law in their society._"

"So...you know about it?"

"_Of course. I got you in."_ Peter put his hands on his hips, walking as much as he could around the place as he narrowed the lenses of his mask. "You gave them my information? Why would you do that?"

"_The best thing to do in our situation is establish shelter and food. This is also a foreign environment, I don't know what or who is a danger here. To you, or that stone._"

"Right..." the young hero sighed, laying down sprawled on the bed and looking up at the ceiling. Only six seconds later did he shoot up from his laying position, looking down. "The stones! Where are the stones?!"

"_With the A-17 Nanites, Peter._" She stated. something that made the young man tilt his head in confusion. "_The stone was too dangerous. You almost killed yourself with them. I sealed it with the A-17 Nanites to make sure it wasn't as much of a problem._"

That answered one problem. But, it simultaneously opened another wide.

"And...where are the nanites?" He asked, followed by silence. "Karen?"

"_I'm here..." _An image of a map of Japan popped up on the HUD, zooming in over and over and magnifying itself. Eventually he saw an Iron Spider chibi figure, holding a 'help me' sign. It seemed to be somewhere in a city named 'Hosu'.

"Alright, lets go!" Peter said with vigor, getting on his feet, picking up his destroyed suit and opening the window of his room, only to stop in his tracks.

"_That is not recommended._" Karen stated. Peter looked up, his left eye narrowing.

"Why not, we need to get that thing before Thanos does!"

"_That is against the rules of the city. And you do not have the authority to do so."_ That brought Peter to a stand still. "What are you talking about?"

_"Eighty percent of the world population has an uncanny ability. In order to regulate it the governments of the world made it illegal to use their abilities, labeled Quirks, publicly unless you have a full hero license."_

"Why didn't you give me that?!" Peter groaned, shutting the window.

_"You're only seventeen, you barely qualified for a Provisional license."_

There was a sudden knock on the door, causing Peter to jump, looking right at the door.

_"Someone's at the door. You should get it before Mei starts to worry."_ Karen suggested.

Peter nodded, heading to the door and pulling off his mask, before pulling the door open to see his host. "Hey..."

"Peter, are you hungry?" Mei asked, her hands on her hips as always. "I was gonna order some pizza, just wanted to make sure you were fine with that."

Peter gave a nod, smiling softly as he looked at her. "I love pizza."

"Great!" She grinned. "Pepperoni? Sasauge?"

"Yes." He simply nodded, to which the young inventor nodded back in understanding. "Give me a minute? And...where can we work on the suit?"

The moment he asked the question, Mei's eyes widened, gleaming in excitement. She pointed toward the door in behind her, the first door to the left he saw down that corridor. "That's my workshop. It's small, but it works. Now come on! Lets get started!"

The excitement on her face, the energy she had, not just now but all the time. It left him speechless in multiple ways. But still he just smiled.

* * *

The evening turned to night, and after night came the morning.

The webswinger was fast asleep. He had been for the last seven hours. Seven hours before his host crashed from exhaustion. The moment Mei fell on the floor across from him Peter's head shot up. He was still wearing his mask.

The eyes of his mask squinted, looking around as he adjusted himself. He then looked over at Mei, getting up from his seat and standing over his damaged suit.

_"She's been working on the suit all night..." _Karen said quietly, almost like she would be heard. _"She was the perfect choice to be your host." _

"Yeah..." Peter whispered back. He statrd down at her as she slept. One of her pink dreadlocks over her eyes as she snored. He had to admit, it wss cute.

_"Let her sleep. She won't do anything that won't help."_ Peter nodded, walking around the table to her. With the gentlest of care he picked her up from her seat, holding her close. And she simply smiled, a small genuine smile.

He carried her out the workshop room, bringing her to her room and setting her in bed, draping her covers over her. "There we go..." he whispered softly.

Then he heard a knock. A knock at the front door, which caused him to stand up quick, leaning himself back to peak his hed out the room. He stared right at the door. _"Your teacher is at the door. You should open it. Before she gets worried." _

"I am I am!..." Peter spoke, walking out Mei's room and walking down the corridor towards the door. He pulled the mask off, turning the doorknob and pulling it open.

There on the other side stood Nemuri Kayami, Midnight. She wore a plain white dress shirt, tucked into blue jeans with boots. She wore a smile, with a briefcase in her hand.

"Good morning, Mister Parker. Did you sleep well?" She questioned, putting her free hand on her hip as she looked down at him.

Peter leaned to the side against the doorframe as he looked up at her. "Yeah, I...I'm feeling really, really good!" he replied, clapping his hands together. There was a lingering tone of tiredness in his voice. "I actually just got up, so..."

"Ah, I understand." She nodded with her smile. Adjusting her glasses she asked, "Is it fine if I come in?"

"Uhm...W-Well, I mean..." Peter crossed his arms, keeping a calm composure. But mentally he was freaking out. He could already tell that this woman was coming onto him. It made him flustered beyond belief. More flustered than he ever was with Liz or even Michelle. "I-I was getting ready tp go out actually...Get ready for school next week..."

"Oh! Right!" Nemuri put a hand on her chin as she eyed the young man, keeping her confident smile. "You didn't bring anything with you here! Either that or its all sprawled around Japan now..." She looked away for that second part. Then she looked back towards the young man.

"Yes, this a perfect way for us to...get to know each other~" she continued, putting her free hand back on her hip and leaning in closer to Peter, who leaned back a bit, his cheeks beginning to glow a light red at her more seductive tone. And the moment she saw it her heart jumped. It was far to precious for her. She pulled away, standing straight and handing the briefcase in hand to him "For you. Your uniform and workout clothes." She informed, laying both her hands on her hips.

"Thanks..." He nodded, taking the briefcase in hand and setting it down on the floor before raising a finger. "Just give me a minute, alright? I need to grab my stuff." He took a few steps back, before turning around and heading for his room, opening the door before closing it behind him. She just watched, and soon let herself in.

Peter slipped on his mask, before crossing his arms. "Karen, I'm going for the stone. Give me the map." He demanded with his high voice. The HUD of his masl displayed the map he needed. The eyes of his mask narrowed as he stared.

_"Will your teacher be with you the whole time?" _Karen questioned, to which the young man shook his head.

"I'll lose her when we're close..." Peter then looked up, his lenses widening to normal. "By the way, I think I need more clothes..."

_"Understood. Beginning wire tansfers now." _the suit AI replied, before going silent.

The young hero let out a soft sigh, walking over to the case that held his equipment. He crouched down, grabbing his webshooters and latching them onto his wrist with a perfect fit. The HUD of his mask revealed they were indeed functional. At least, most of the systems and combinations.

"Alright..." He spoke to himself, pulling off his mask and standing up. "Time to move..."

* * *

Shota Aizawa, the not-so-well known hero Eraserhead sat at his desk, in front of his empty classroom, staring at the nearly two dozens of information packs. All of them were of class 1-A, including their new foreign exchange student Peter Parker. Flipping through them with the same depressed look on his face.

But the moment the door to the room slid open, and he heard that triumphant music, that look changed into that of irritation.

He slowly turned his head towards the door, and there he saw the Number One Hero.

All Might, the best hero in this generation. With what may be the most powerful Quirk ever seen in human history.

The blonde giant wore his usual civilian disguise, a bright yellow business suit to match his golden hair.

"Ah, Shota! Just the man I've been looking for!" He greeted in a heroic, triumphant fashion.

"You really don't need to do that..." Aizawa explained in a dry tone as he stared up and the giant. "You should be resting up, saving your transformation time. You don't have much of it left.."

With that All Might lost his smile, calming down and, with a poof, shrunk in size and mass. In the place of All Might there stood a skeleton of a man, hunched over with his once perfect blonde hair being a mess.

"It's going away anyway..." Toshi stated, walking over to the desk as he looked down at Aizawa. "At this point I'm only slowing it down..."

Both of them fell silent for a moment, not bothering to look at each other. Neither wanted to.

But, finally the Number One Hero spoke. "I hear there's a new student in your class. An American?"

"Yeah..." Aizawa replied dryly. He picked up one of the packets and handed it over to All Might, he took it without a second thought. "His name is Peter B. Parker. Only seventeen years old, but he already has a registered year and a quarter of experience as a hero. He even has a Provisional Hero License for emergency situations."

Toshinori flipped through the papers, after putting a hand on his chin. "Anything a spider can, huh?...So he's the one that landed in the courtyard yesterday?"

"Yup." the 1-A teacher replied plainly. "Don't know why he crash landed here. Don't know what he was carrying either, but Eisei said that orb he had with him had the power of a newborn star." He looked back down at his papers, narrowing down his options for next week.

"You think it might be dangerous?" Toshi questioned. To which Aizawa shrugged.

"I haven't gotten a report back from the Hero Association yet."

"And you aren't suspecting anything?" Toshi handed the packet back to Aizawa, who set it down with the others

"I have a hunch...Something just doesn't feel right about him."

"You think he might be a villain of sorts?"

Aizawa let out a sigh, shaking his head. "No. At least it doesn't feel like he is. But regardless, we should think about keeping a close eye on him."

* * *

The train ride to Hosu City was that of...an uncomfortable sorts. The whole time Peter had no space, for four whole stops with one of his teachers.

From when they got in to the second stop the cabin was indeed crowded with dozens of civilians. So while Peter held onto a vertical railing, Nemuri pressed herself against his back with her chin resting on his head. The third stop on the cabin cleared out and there was more room. But still, the teacher was still close. When he sat down in a seat, she sat right beside him, keeping a warm smile. The young hero's cheeks were burning the whole time.

The moment the two got onto street level, finally standing in Hosu City, Nemuri wasted no time 'getting to know her new student'. She took his hand in hers, taking him along through the streets. There was a mall within walking distance, with an ensemble of stores to fit every need Peter had. Or, at least she thought so.

The first thing Peter bought himself was a red and blue backpack and a black and red workout bag, simply to hold what he needed, clothes and supplies. After they made their way to the second floor of the mall, in search of clothes that best suited him.

"How about these?" Nemuri asked, holding a assortment of dress shirts and colorful brand shirts, as well as multiple cargo shorts, all hanging from their coat hangers. The moment Peter turned her attention from the red hood jacket in hand, his cheeks turned the same color once more.

He gulped, smiling nervously at the cargo shorts as he tried to speak. "I-I don't know, I think I'm fine!...Shorts of any kind aren't for me..."

"Oh, come on!" Nemuri stepped closer, smiling warmly down at him. But that warm, motherly smile quickly switched to that of a more devilish smirk as her voice turned more seductive. "I can just imagine how cite you'd look~ Please?~ For your favorite teacher?~"

Peter couldn't help but raise a brow at that. He had figured out that this woman was indeed coming onto him, or at least he thought that was the case.

He looked away for a moment, letting out a sigh. He cursed himself for wanting to keep her smile before he ran away.

"Okay, I'll try it...But you have to try something too!"

To that, the R-Rated hero let out a small chuckle. "Do you really want that? I might be more than you can handle~" She replied in a seductive tone. But something was different now. Now her cheeks were red as well. Something he took extreme note of.

"Yeah, I think I can...Can you?" He remarked, crossing his arms.

A good fifteen minutes went by for the both of them. In that time, in order, Peter entered a changing room to put on the assortments of clothes Midnight picked out for him. Karen said he looked handsome in all of it. While he went through them all, Nemuri was looking through the womens clothing, thinking of the young man's possible reactions the whole time. Most of them lead to a dark place whenever she thought of more revealing clothing. But finally she found a decent combination she could work with.

It took a while for the both of them. Peter had choosen his few clothes for the moment and gone to the register, where he easily paid everything off. Or, his AI did.

After he got everything packed into his new gym bag, and went back to the changing section, in which he saw his teacher once more.

Nemuri Kayami had just exited the changing room, on her a white shirt that read 'Marvel' in red bold font, layered over by a waist long letterman jacket. She also wore black yoga pants that hugged her lower half snuggly. On her cheeks a bright red hue.

"So...How do I look?..." She spoke, this time in a more flustered tone than seductive. All the while her new student stared. And she couldn't help but grow a small smile to go along with her blush. "Well?..."

Peter stuttered at that, crossing his arms as he attempted to remain composed. "I-I mean, I...you...yeah, you look great..." He wanted to say even more than that. But his mind was in three different directions, he could speak like he should.

It wasn't unexpected, she thought. But it was nice to hear after so long without it. "Thank you, Mister Parker...You have no idea how long its been since someone at least tried to tell me that. Ever since I turned twenty-nine-"

"You're twenty-nine?" Peter blinked as he stared, before growing a small grin as he rubbed the back of his neck. "Okay, that makes sense I guess..." He chuckle softly.

To which Midnight's small smile disappeared and in its place was a frown. "How so, Mister Parker?..."

Peter didn't even notice her change of tone. looking away he explained himself as best he could. "I-I mean you're...really mature! A-And you look really young and spunky!...Maybe not spunky but...you look way younger than twenty-nine to me..." He looked up at her. And her expression had changed once more. It was a look of slight surprise, her eyes staring at him wide and her face completely flushed. She looked away, softly sighing.

It really has been some time since she felt herself get this hot in this type of way.

* * *

Hours passed since the two's mild shopping escapade. Peter got the things he needed. Except space of course. In fact he may have lost even more space then before. From the mall to the streets Kayami was close, even going as far as to hold hands at certain points. It was weird yes, and the whole time Peter was red as an apple. But Nemuri may have been the happiest she has ever been in a long time. A silver lining.

They eventually found themselves sitting in the dinning section of the mall, out in the sun with fresh air and a beautiful view of Hosu city. On the third floor of the mall, out in the open the two looked over the city.

"So..." Nemuri began as she set her her utensils down by her food, resting her head in her hands. Watching as Peter attempted to eat using chopsticks. "How do you like it so far? Being here?"

Peter stopped at that and set his chopsticks down. He gave a warm smile as he answered. "It's nice...Reminds me of New York actually..."

"Oh? You're from New York?" Kayami raised a brow.

The young hero nodded, sitting back in his seat. "Yeah, Queens! An apartment building with Aunt."

"Huh. Then it isn't a dramatic change living with Mei, then?" she asked and raised a brow.

"No, no! Not at all!...I mean, she is my age...so that's different..." he sighed softly as he looked down at his food.

"Peter? What do you think of me?" She questioned, to which her student perked up some with his usual flustered cheeks. "I may seem like I'm coming on strong...And maybe I am, but...Well, its been a long time since someone made me feel-"

"I-It's fine! It's okay, so don't sweat it!" he hastily attempted to change the subject, letting out a nervous laugh to brush the conversation off.

Nemuri simply sighed. After a moment she gave a warm smile. "Perhaps ehen this school year is over, we can go another one of these." She looked away from the boy, putting her index finger on her chin in a cutesy manner. "This is actually one of the first dates I've enjoyed in a while."

"W-Wait, date?!" Cue Peter red as an apple, comedically flailing in the background like a cartoon.

The young hero looked down, his cheeks burning greatly. In all honesty, it was the first time a girl had said that, and he was going to count it because he didn't really have so much experience in the romance department under his belt. His eyes inched to the side, to the view of Hosu City as he spoke with his nervous voice. "I enjoyed it too...If we can, I'd..."

There was something out the corner of his eye. He turned his head, and he saw it.

"Peter...What's..." Kayami turned her head towards the view of Hosu. In the sky the once white cloulds had shifted to a black ominous tone, swirling together to make one small tunnel to the heavens. Red lightning cackled from within, and out of it something came out. A humanoid figure actually visible from so far. Meaning it was bigger, and dangerous.

Nemuri turned his attention back to her student, had gotten up, grabbing his backpack and gym bag. She stood up from her seat. "Mister Parker, what are you-"

"I'm sorry, Ms. Kayami! I'll pay you back for the meal, thank you!" He blurted out quickly as he slipped his mask off, and vaulting over the railing, falling toward the ground.

The teacher let out a gasp, covering her mouth as she went to the railing. But her fear of what just happened had all gone away, when he saw that same masked young man swinging off towards Hosu.


	4. Chapter 3-While You Were Away

It wasn't supposed to happen like this. It wasn't supposed to be him. This was a future Strange hadn't gotten to see. This was uncharted territory.

Even the people on Earth could feel the aftershock of what happened, not knowing what it was in the slightest.

The universe was saved. Five out of six of the stones were gone, nnothing happened. Those who would have been sacrificed would never know. They would not be grateful, thankful. But at least they lived.

Except for one. The boy who saved them.

He couldn't even bring himself to say his name. He failed as a teacher, an icon, and even as a father. The one thing he wanted to hear: "This was how we won". Not even that.

Strange opened a portal back to Earth for him and Tony, even bringing along Quill, Mantis, Drax and Nebula to save the Melano's fuel.

The Avenger found himself in the infirmary of the Avengers Compound for days on end on account of his injuries from Titan. Pepper was by his side the whole time.

The Melano had been stationed in a landing zone of the base, and in their time Quill was the only one to leave the ship. The only one who left the compound. And, aside from Tony he was the one most affected. For he too had lost someone he cared about. He'd leave in a food run, and when he came back wouldn't leave his quarters.

Drax, he was at peace. Believing now that the monster who took his loved ones from him could no longer take anything else from anyone

Nebula mourned. For both the Mad Titan and the fiercest woman in the galaxy. While she grew to dissgree with his methods, she understood why he tried to do it. Wished there was another waybti achieve such a goal. And for her sister, deep regret. Regret for all the lives she had taken in the name of Thanos. Regret for the time she wasted fighting among her sister. Regret, that dispite everything, she couldn't make her father proud.

Steve Rogers decided it was better not to return. After the years on the run, he still wasn't ready to hurt Tony even more. He learned what happened however. Pepper had contacted him through tight security, told him everything. That he was recovering. That his nightmares were no longer poised by the end of the world. But by the end of one boy's life.

Banner decided to leave it all. He was done, ready to finally live his life, even being able to take Natasha with him. They made a promise to each other. And they were both determined to keep it. Two monsters, making each other even more human.

Thor left, taking Rocket and Groot with him. He felt the disappearance of the stones through Stormbreaker, he could have rested, believing Thanos was gone for good. But he wouldn't stop. For his people that died for the Mad Titan's twisted vision, for Heimdall and his brother. He would stop at nothing to get his vengeance.

Vision and Wanda, they decided. No more sneaking off. No more hiding what they felt. If being hunted for the stone taught them anything, life was far too short for them to wait. They gained refugee in Wakanda, after what happened. The king was not against bringing more criminals through his boarders.

It had been three months since Thanos. Since Peter left this world. Everyone who knew him, loved him, did there best. tried to move on. But Tony couldn't. He just had thid feeling that the kid was out there somewhere. Even if it was someplace he couldn't get to, he would stop at nothing to find him.

"Tony? Tony. Earth to Tony!" he heard Pepper speak softly. It was enough to knock him out of his enclosed trance. It's always enough.

It took a moment for Tony to get a grasp of his surroundings. He was at home, or a home. Without everyone else he could barely call it that. He was in a seat, comfortable at least, with his arms on the armrests. His wife seated right beside him. She put a gentle hand on his shoulder, pushing gently as Tony turned his head towards her.

"Oh, hey..." Tony soghed softly, leaning away anand looking over at her. His glasses covered his eyes.

"Were you paying attention?" She questioned, laying a brow. Her voice was full of nothing but concern.

"Yeah, yeah...I was...I was here the whole time." The philanthropist nodded and put his head in his hand while Pepper gave a slow nod and a cyclical hum. "Yeah, here the whole time."

"What were we talking about?" She tilted her head as she leaned closer.

"Oh, yeah...We were..." He started, looking over at his orangette wife as she nodded her head and twirled her wrist with every word. There was a growing smile on her face, for even after all these years she hadn't gotten used to Tony's cynical personality. "We were talking about-I'm sorry, I was...I wasn't here. I was..."

"Somewhere else..." She gave him a gentle, assuring smile as she runbed his shoulder. "Tony, if you're still thinking about...him...don't.."

To that, Tony tilted his head away from his hand, looking straight at her. "And how can I not?"

"Because," Pepper got up out her seat, standing in front of the genius, leaning close and planting her hands firmly onto his armrests. "He wouldn't want his icon sulking over his death or feeling guilty about it! It was his choice. And he wasn't going to let millions of people die."

Tony stared up at her for a moment, before looking down to his legs. "It wasn't your fault. Okay?" She continued and put her soft hand on his left cheek while looking down on him. "He saved you. He saved me. He saved our little girl.."

"You know it could be a boy." Tony interjected as he looked back up at her.

"Oh! Oh no!" She hastily replied with a chuckle. "I really don't think I can handle taking care of two of you at once."

"What? What's that supposed to mean?" He asked in a sarcastic tone, while Pepper stood up straight while putting her hands on her hips.

"You know what I mean." she shook her head.

It had been three months since they lost Peter, three months since that night. Pepper reached out and took his hand before guilding it to her stomach.

"Oh, christ.." He chuckled softly and looked up at the ceiling. "You know he's not developed enough to really do anything right?"

"She's your kid. I never know what to expect with you."

All of sudden, the soothing scotish voice of Tony's AI assistant F.R.I.D.A.Y. filled their ears. _"Boss, you got a call. Sounds important."_ she informed the two, of which her 'boss' gave a soft groan. _"It's about Vision..."_ And that got both their attention.

* * *

_"Hasta la vista, baby." _The holo display on the counter of the room that held a majority of the ship's food. A kitchen, if you will.

Sitting back with his feet up on the counter and his third cylinder of pringles in hand, Quill stared at the movie as it played. It was his first time on Earth after decades, and the first thing he did, aside from ball his eyes out, was binge watch all the movies that came out since he was abducted. Which included James Cameron's _Terminator 2: Judgement Day_.

While Arnold Schwarzenegger fired his shot at the frozen T-1000 and shattered him to pieces, Quill broke out into a cheer. A drunken cheer at that as he clapped his hands wildly. "Yeah! Take that ya silver fuckin' turd!" He cried out, much to Nebula's dismay. But Drax and Mantis were right there with him.

"Now that is a man!" Drax called out from right beside Quill, patting him on the shoulder. "He'd rip you in half!" Which caused Quill to slowly turn his head towards the destroyer.

Meanwhile Nebula sat all the way in the back of the ship, by the ramp lever. her left hands fingers held her head up, with his index and middle finger ready to literally drill inti the side of her skull. She let out a sigh. "I'm surrounded by morons..." She groaned.

"Hey!" They all heard from within the ship, along with a bang against the metal of outside the ship. "Quill! Open the goddamn door!"

The Starlord let out a groan as he leaned his head back, before lifting his feet off the table and jerking himself up onto them. Hunched over he made his way to the back of the ship while Drax and Mantis watched the rest of the movie.

The ramp of the Melano slowly lowered itself as Tony and Pepper stood before it. The billionaire with his arms crossed and the CEO holding a metallic silver and blue type of briefcase.

The captain of the ship stood there as the ramp fully lowered itself. He was a complete mess. His facial hair had turned into a mess, with chips, crumbs and all assortments of junkfood. His hair was longer, terribly groomed with some of it going over his eyes. And he had a long way to go before he got rid of the gut he he gained in the last three months. In his hand was a beer.

"What. Do you. Want?" Quill spat out at the two.

"I need a ride. To Wakanda." Tony Explained, taking a step forward while the space-drunk let out a held back chuckle.

"Oh no. No, hell no!" He replied as he looked away for a moment. "I'm not wasting my fuel to send you two to some resort planet. Aren't you like the God Father or something?"

Tony squinted his eyes on that, looking to his side at Pepper she gave a simple shrug. He then looked back up at Quill. "Okay, First, The fuel in that ship is mine. Second, Wakanda is a country, near the south east coast of Africa. Third, I'm not Italian, Elvis."

"Oh blah blah blah!" Quill rolled his eyes, spinning himself around and walking back inside his ship. The two wasted no time running onboard.

"Quill, we need your help!" Tony attempt to explain, to which his only response was a middle finger. "We need all hands on deck for this! The entire universe could be at risk!-"

"Ohh BROTHER!" He spun back around towards the two with a passionate rage in his voice. "Why the Belgrade-fuck should I care? You can fly can't you? Just do that!"

"We need all the help we can get!" Tony walked towards him.

"What would your mother think?" Pepper questioned, taking a step closer as well.

Quill turned his head slowly towards her, squinting his eyes. "Don't...Don't, don't ever do that..." he then turned back around to walk off, but was stopped by a third voice.

"What would Gamora think?" Nebula questioned as she sat in her seat by the entrance. The three turned towards her, with Quill giving a type of angered glare. "When she told me about you, I thought you were possibly the bravest man in the galaxy. But seeing you now...If the universe is in danger, you need to do something. For Gamora."

The four then fell into silence. Starlord slowly tracked his gaze to his feet. She had to use her name.

Why should he even care anymore? The universe hasn't done anything for him. The universe took his mother away from him, abducted him when he was only a child. The universe gave him a family and took it away. The universe took Gamora for someone else's ends.

But, what if Gamora was here? What would she say? What would she do if half their family was gone?

The captain lifted his head towards the two humans, and after a moment rolled his eyes as he turned himself back around. "Give me the coordinates for this...Wakaka place or whatever." He mumbled just loud enough for them to hear as he headed towards the cockpit.

* * *

The flight to Wakanda took only five hours, on account that for a spaceship made for planetary travel, it was still essentially a place when gravity was constantly in effect.

When they arrived, they were taken aback. Drax, Mantis and Nebula had no idea what to expect from the rest of Earth. Much less Africa. But just seeing it they were in awe. The green of the jungles in contrast to the cities they had seen. The wildlife that traveled through the land in variety. The clear blue sky to hold it all together.

And Wakanda itself was even better. It was like a Utopia locked away behind a door, that you could only get to after miles of leaps and hurdles. And that's exactly what it was like. Such a secretive place that have only just revealed itself to the outside world.

The Melano had landed onto a landing platform just in front of the gates to the capital building of Wakanda. Around them the Dora Milaje, their spears up ready to strike any moment.

As they circled the foreign ship, the ramp began to lower itself. When it fully lowered itself a voice came out. It was Tony. "I got a call from here! Telling me to come here! Where's your boss?!" He asked as he took a few steps towards the ramp, looking down at the female soldiers. "Please?"

Despite this statement no one of those dozen warriors moved an inch, giving a glare that itself would kill any normal man.

All of that went away the moment Mantis walked into sight, making her way down the ramp as she stared at the Malije. "Ooh! Are you all friends of the Iron Giant?" she asked a question filled with cluelessness.

The dark skinned soldiers, for a moment, lowered their weapons to look over at each other, but in mere seconds their spears were lifted right back up.

Meanwhile, behind the oblivious Mantis everyone else stood together. Tony turned his attention to Quill and squinted his eyes with a hint of irritation in his voice. "Iron Giant? Really, are you even trying?"

To that Quill shook his head, lifting his hand amd his beer towards his lips. "I don't call you that."

As Starlord leaned his head back with his beer pouring down his throat everyone else turned their attention over their shoulders towards the Destroyer behind them. Who was getting out the yawn of kings with his hands firmly on his belt. After such a yawn he stepped forwards casually. "Lets do this." Drax said as he made his way down the ramp in a nonchalant manner. Almost like there wasn't a dozen unstoppable spears aimed directly at his head.

"What is happening..." Tony muttered to himself as he made his way down the ramp. His wife and Nebula weren't far behind.

There was much debate to begin with. With why they were all here. Why they brought with them an obnoxious green man, an oblivious yellow woman with antennae, A cyborg and a moron with a beer belly. But in time, they came to an understanding.

The Malije had indestructible weapons, and they could rip through anything the Guardians of the Galaxy and Ironman could throw at them.

That being said, the group was of course escorted to where they were supposed to be. On the outskirts of the capital. Taking the Melano there it wasn't long before they reached their destination: The Vibranium Mine. What also doubles as an RD lab for its easy access to the material. And the view from inside was amazing.

The moment the Melano landed onto the landing platform, the ramp of the back lowered itself for the passengers. Both the Starks went down the ramp first, taking a look around the platform at work. Vibranium was being loaded onto ships straight off the lift in efficient time. But that wasn't why they were there. They were there for Vision.

There waiting for them, with his hands square behind his back, stood the king od Wakanda. The Black Panther. King T'Challa.

The group walked towards the king, Quill stumbling as he followed but catching his balance with Drax as a crutch.

"How is he?" was the first thing out of Tony's mouth. He looked T'Challa in the eyes, a look of guilt plaguing his face tenfold.

T'Challa simply nodded to him. "His outburst was contained. He is still alive, and stabilized. Come, we may not have much time-"

There was a sudden rumble beneath their feet, the clouds above darkened, beginning to form together into a blackhole, with a beam of bright colorful light shooting down not moments after before crashing down right before everyone.

Everyone jumped, the nanites of Stark's suit spread like a fire across his body, coating in the shing red and yellow armor.

The briefcase Pepper held began to shift, pieces of it moving up her arm quickly, covering her entire arm in seconds. She lifted her armor covered hand ip towards the light as the rest of her 'Rescue' armor wrapped around her.

T'Challa got into fighting position, his Wakandan tribal gown disintegrating as his suit spread onto him.

Quill pulled his guns from his hips, lilifting them up and taking aim while the rest of his crew got into fighting position.

When the light dimmed down and disappeared, there stood the God of Thunder known as Thor, streams of electricity flying off from his body but soon dying down. "Where is he?!" he called out to all of them. "Where's Thanos?!

"He's gone, buddy!" Tony stated. "What are you doing here? And...who are they?"

Thor looked back at his crew. An energetic aggressive Rocket Raccoon, a maturing young man Groot and stoic blonde haired woman that looked in her early thirties, Captain Marvel.

the God of Thunder turned his attention back to Stark and the others, gripping the handle of Stormbreaker as he spoke once more. "Lies! I can sense the power of the Mind Stone! I know he has it, now where is he?!"

Quill stepped forward, his hands up and his fingers away from the triggers. "He's dead, guy! Me and Tinman saw it personally!"

"No, we didn't." They all heard. A yellowed shined from behind Tony and Pepper. They both turned around, and right in front of them was a portal. Doctor Strange's portal. He walked through, standing tall before looking over his shoulder. "Okay you two! Time to come out!" He stated before stepping to the side.

Out of the portal two more people walked through. Two monsters by the name of Natasha Romanoff and Bruce Banner.

"Bruce?...You're..." Pepper stared, her entire helmet shifting its shape until it showed her face. She looked at Tony, slapping the back of her metal hand against his metal chest. "Why didn't you tell me he was alive!"

"Wha-Hey I was gonna invite him to the wedding!" the billionaire defended as he shrigged while looking at his wife. "He ran away before I could even tell him!"

The doctor let out an awkward chuckle, adjusting his shirt with a slight sigh. "Yeah, sorry about that..." He said in a reserved tone. "But congrats! On the wedding and all!"

"Down to business." Natasha stated, stepping forward to the king. "Where's Vision?"

"He is resting." T'Challa spoke, looking over the entire group. "He said to get you, Stark. Said you would know what to do."

"The Mind Stone, I felt it." Thor stepped up slowly. "It's power, like it's at its limit."

"It's near that." Stephan nodded. "Its compensating to keep the universe together, like it originally did with the other five."

"Okay, what the hell is going on?!" Quill shouted out for everyone to hear. They all turned to him, like they had some sort of answer. But none of them did. Except for one.

"The end of the universe as we know it." Doctor Strange spoke solemnly.

* * *

Shuri and Strange were the ones to put it all on the table for everyone. About what's happening. Everything they could.

Doctor Strange told them about the stones. Space, Power, Reality, Time and Soul. They all believed the stones were destroyed. But they were wrong. They simply transported themselves somewhere else. And likely, whoever had them at the time. But not in their universe.

"What do you mean not in our universe?" Scott questioned, sitting by the table of the lab with Rocket, Mantis and Pepper, while everyone else stood around it, including Hope Van Dyne, Hank Pym and his wife. While in the corner Steve Rogers leaned against the wall and listened. Wanda was by the hovering medical bed, where an unconscious Vision laid. On the table was a hologram display. Of the stones, the Earth.

"Our reality is one of infinite. Some of them the similar, some of them drastically different." Stephan stated. All of them have their own barriers to keep from melding together. Barriers that require quite a lot of power to break through, and that snap right back together."

"So, what are you saying?" Carol questioned, trying to get a closer look at the display as it showed a visible barrier between two Earths.

"The Infinity Stones are the raw power of the universe. They could make you the most powerful person in the universe if you could wield just one." Thor Explained.

"That Grimace fucker had four of them." Quill added, with more than a hint of anger in his voice. "Almost got five. Until that kid grabbed the green one. Right, Tincan?"

Everyone looked towards Tony, as he looked down slowly looked down. It was something that he couldn't believe took now to realize. Exactly what stones Peter grabbed.

"What if they used the Reality, Time and Space stones at once?" He he looked up at Strange and Shuri.

Shuri lifted her arms up with her hands together, aimed at the six Infinity Stones displayed. She then pulled her hands apsrt from each other and magnified the stones to be the focus.

"Time, Space and Reality is indeed the building blocks of the universe. So, that may solve that problem." She started.

"But that also means that those stones traveled with Thanos and the boy to wherever they went." Strange continued.

"So if we find the kid, or Thanos, we find the stones?" Rocket raised a brow at that. "Am I thinking too optimistically here?"

"Wanda told us she knows in what reality they are in, just not any specific places." Shuri explained to them all. "Much less if either of the two have any. Or...if they're still alive..."

Tony looked back down, his right hand grabbing onto his left wrist firmly. No, that waswasn't the case. far from it. That kid, Peter doesn't give up. that he knew.

Suddenly, the humanoid tree lifted his hand up for everyone to see, before speaking in a mature, deep but soothing voice. "I am Groot?" he asked. Which got no reaponse. Just confused or quizzical stares from every in the room. Aside from The Guardians and Thor.

Rocket was the first to voice the question in a way they understood. "Yeah! Why should we give a rat's ass about it? It's not our problem anymore!"

With that, Strange turned his eyes to Shuri, raising a brow. "You uh...think you can explain? Cuz I feel like they won't understand if I say it."

The protege gave a simple nod, and with the flick of her wrists she projected the old image of two Earths and the barrier. five stones on one side, and one stone on the other.

"Think of these stones like magnets in this sense. They attract to their original universe, keep everything from collapsing on top of each other. Because of that, it is more than possible that if these stones stay in the wrong universe, while Vision's stone is here, it could quite literally tear our existence apart. Best case scenario."

"Best case?!" Banner questioned with the tone of terror in his voice. "What do you mean best case scenario? W-What's the worst case scenario?"

"Our reality could bleed into theirs, and assuming the laws of physics still hold up at that point, then both of our universes will collide with each other. It'll kill everyone." Shuri answered with a snap of her fingers.

"Oh..." Scott stared, wide eyed as he looked around the room. "That...That does not sound good."

"So what are we supposed to do?" Natasha asked, looking around the place. Only silence. No one had an answer. It was hopeless.

"We gotta get them back." Tony spoke firmly. He lifted his head, with everyone staring at him. They were in disbelief at such a thing. "Ya know, this is kinda perfect for something I was working on before...Ya know all this. I mean, I never actually did it, but it works in theory."

Hank cleared his throat, leaning against the table as he stared at Stark. "And what would that be, exactly?"

Tony put his hands together, looking away for a moment. "My...dad...He had this crazy idea at one point. That there were more than one reality, and that he could build a bridge there. He used the Tesseract for that and he got damn near close before Shield shut him down..." He looked back at everyone, before letting off a sigh. "I'm gonna be honest, I haven't figured it out fully either."

Scott then suddenly slapped the table below him harshly, growing a grin. "I think I got something!"

"Hey!" Shuri spoke out. "Don't hit my workshop table like that! It can be very sensitive..."

To that, the former thief winced a bit in regret, leaning a bit away from her for a moment. "Right, sorry!...What about the Quantum Realm?" He asked everyone, which got even more confused looks. Mostly from the Guardians, Thor and Captain Marvel.

"Quantum Realm, what's that?" Carol asked as she looked down at Scott, only for Janet to answer.

"It's like its own universe where the laws of physics are less fixed, and are to change on a whim." She explained.

"We sent Scott in at one point for five minutes. For us." Hope stated.

"Yeah. And for me it was hours!" Scott finished. "Hours! I thought you were gonna leave me there!"

"Oh, trust me we tried." Hank mutter under his breath, before promptly getting a slap on the chest by his wife. "What?..."

"So we use both methods then?" Pepper attempted to clarify. "Of course we need to tweak both of them to work, but..."

"We have to try." They all heard, and looked over to the corner where the grizzled veteran stood. "If we don't, everyone loses. Even if it doesn't work, we need to try."

"Alright..." Tony stared at the captain for a moment, before looking away. "Lets get to work!"

And so they worked. All together. With Wakandan tech and the combined intelligence of Tony Stark, Shuri and Hank Pym, they were successfully able to figure out how to jump from their reality to another. Still an extremely dangerous process, since it essentially involved manually creating a blackhole anf containing it, with a variety of semivariables.

* * *

It took two days to create it. A Jump Portal. A wide platform stationed outside the lab, with a thick ring cut into fourths being held up by four pillars. A command console connected to the platform, ready to be activated. Shuri stood at the controls, her brother beside her as she ran diagnostics.

T'Challa slowly leaned over to his sister, a look of slight worry as he lifted his head towards the device. "Are you sure this is going to work?"

"Yes, of course!" She turned to him as she spoke in a reassuring tone. "In theory. But it's better than nothing, no?"

"Yes, yes..." T'Challa straightened himself while he looked up at the machine. "Let us pray...That this works.."

"It'll work..." Bucky stated as he made his way to the two, looking up at the machine. "It has to..."

It had been decided who would go. Tony was the first to volunteer. He had a lot to make up for with Peter, anand he was determined. The second was Wanda. Then Steve, Scott and Hope. Though Thor wanted to join, he couldn't. Their theory accounted for the Bifrost jumpstarting the bridge. So instead Carol volunteered in his place. After much, much debate between the two even Pepper offered to travel with them.

After the platform was finished the protection suits were made. Using Stark and Shuri's advanced understanding of Nanotech, along with Hank's Pym Particle, they were able to get multiple suits up and running for the trip.

"Okay, last chance. Are we actually doing this?" Tony pressed his wife, who was in full 'Rescue' armor, but without the helmet as they made their way from the lab towards the lift to ground level. As the volunteers all stood there on the lift he continued. "I mean, you shouldn't exert yourself, as an..." He stopped himself when Pepper tunred her head towards him. But it wasn't a look of irritation like she expected. Instead it was a small smile, to contradict the visual fear in her eyes.

"It's okay, Tony. I know how much he means to." Pepper spoke softly with a nod. "We're gonna find him. We"ll get him back." She lifted her cold armored hand up to hee husband's face, before placing it gently on his face with a warm touch. "If anything happens, I just want you to know that..."

"Yeah...I know." Tony smiled solemnly, lifting his hand and gently holding her cheek.

Carol watched from in front of them, looking over her shoulder silently. Dhe believed she knew what it was between the two. But she had no idea. Much less who she'd even had it with.

Every one of the group said their goodbyes, for the moment at least. Tony and Pepper saying their farewells to Bruce and Natasha, for this may be the last they'd ever see them again. Carol to Rocket and Groot, the first family she'd had in decades, even if for such a short time. Steve to Sam, Bucky and the king, thanking them for their help for everything

Scott didn't get to say goodbye to the person he wanted. But, he made sure that his daughter knew just how much she meant to him.

It wasn't long until they all stood on the platform, facing each other. Steve, Tony, Pepper, Wanda, Scott and Hope. The only one left was Marvel.

She was about to step onto the platform, before her arm was grabbed with a firm grip. It wad Thor, staring down at her with a look of restrained anger.

"You either kill that bastard Thanos...Or you bring him back here..." He spoke softly to her.

With that she gave a simple nod. "You have my word. I promise..."

The God let her go, and she stepped onto the platform with everyone else.

"We're ready!" Wanda shouted as a signal to both Shuri and Thor. He nodded, stepping back as his eyes began to glow a bright blue, surging with power.

"Alright, we got one shot!" Steve said firmly. "Everyone, stay together! We grab the stones, and meet up!"

"Right!" Scott nodded. As he looked over at Hope he reached out to grab her hand. "We got this..."

"Yeah..." She nodded back.

"On my count!" Shuri shouted to Thor, while gave a simple nod. "Three!" The clouds in the sky began to crackle, shifting and swirling together. "Two!" Thor lifted his mighty axe as electricity pulsed against the metal weapon and his skin.

"One!" Shuri swiped up on the monitor of the console, activating the machine. At that very moment the God of thunder swung Stormbreaker down, a beam of light shooting down feom the heaven right to them. The Bifrost beam slammed down on the seven teavelers, and it wasn't long until the machine reacted to it. It took all the transwarping energy, leaving a red glowing energy within the disconnected ring above the seven.

"Good luck my friends!" Thor shouted out to them, before seconds later a crimson red beam of energy shot up to the heavens, engulfing the seven completely. Everyone watched in silence.

Seconds gone by, and the red light dimmed to nothing, as the last of the modified Bifrost energy shot up into the sky. No one was standing at the platform.

They did it. they sent them. For better. Or for worse.

* * *

The citizens of Hosu looked up at the crackling red hole in the sky, a look of confusion, fear even. What was this? A new villain was the first thing to come to mind.

"What's going on?..." A young pink skinned woman asked as she looked up at the crackling vortex some blocks away.

This was Mina Ashido, first year in U.A's hero course 1-A. With her Quirk simply titled 'Acid': She can create acidic fluids through her body, including the tips of her fingers and soles of her feet, ranging from harmless saliva to deadly corrosive acid.

She, with a handful of her classmates, had arrived to Hosu for a little...Or more massive Comic Convention just a few blocks away. They were getting lunch and waiting things out until certain lines in this Comic Con died down just a bit. Then this happened.

"Another villain attack?" another one of these students, ine with spiking red hair groaned, looking up at the vortex.

Ejiro Kirishima, part of U.A's 1-A. His Quirk was pretty simplistic. With his Quirk 'Hardening' he could harden any part of his body at will, allowing for drawn out defense or a strong offense.

They both looked up at the sky, towards the ominous clouds. Until Mina caught something out the corner of her eye. It was young man in red and grey, sprinting as fast as he could. Which wouldn't be weird at all under normal circumstances. Instead he was against the side of a building, going at full speed before jumping off, flicking his wrist and shooting out a white substance. Once it hit another building, he used it as a way to swing off.

Mina watched as he came and went, her jaw dropping at the sight of it. Her head filled with far too many thoughts to be voiced out. Instead she grinned wide, in amazement.

"Karen, give me a rundown!" Peter shouted into his mask, the HUD of his mask filled his vision.

_"I'm trying!"_ Karen replied back with a panic in her voice. _"I know the type of energy in that vortex! But it's different somehow!"_

The young masked hero flew in the air, thrusting both arms forward flicking his hands back and pulling the trigger on the palms of them. A line of webbing shot out of each of them, aimed at and hitting the ledge of two buildings. He then pulled on them both, jerking his entire body forward as a method of gaining even more momentum.

_"Heroes and law enforcement are on the scene! Be careful, Peter!"_

"Got it!" He responded as he fell from the sky and landed feet first on a moving bus, rolling forward so the rest of his body absorbed the impact. He rolled back onto his feet, crouching on the roof of the bus. The eyes of his mask squinted as he asked. "How many?!"

_"At least two Pros on the scene!"_ The young hero nodded, pushing himself up with all the power of his lower body. He leaped forward into the air, shooting another webline as he headed towards ground zero.

Ground Zero used to be an intersection in the middle of Downtown. But now it was simply a man shaped crater with buildings surrounding it. Luckily the citizens in the middle of it all were able to get out the way before the impact, so the only collateral damage was property.

In the middle of it all was a man in a red and black getup, and a silver helmet covering the whole of his head. Holding him, a woman in green and black of the same suit.

"You alright?" Hope asked as she gently lifted him up. He gave a groan, wincing at the sharp pain from just having her hand on his back.

"Instantly starting to regret this..." Scott got out while his eyes kept a fixed sight on her. "I'm sore...really...really sore..."

"I got you..." the Wasp stated softly. She grabbed his left arm, before draping it over her back. She then looked up, as she heard an unfamiliar voice echoing.

"This is the Hosu City Police! You are surrounded!" They both heard. They looked forward, both their eyes widening as they saw an entire swat team. Plus a sixty-seven foot tall blonde woman in blue and white tight spandex. As well as a man with a mask made of wood...and arms made of wood.

"Ugh...Perfect..." Scott mumbled to himself as he stared at them all. "Got a plan to get outta this?..."

"Not really..." She whispered back to him, looking down at her partner.

Peter had arrived to the scene, landing on the ledge of a building just in front of the blockade. He looked down at the scene with the eyes of his mask narrowing to magnify the image. The people he saw, at least one of them, was familiar.

"Hey...I know that guy!" He whispered into his mask as he leanes over the edge some.

_"Yes...You fought him in Germany two years ago with Mr. Stark." _Karen explained. Her voice was filled with dumbfoundment. How could he even be here?

"Stand down!" Peter heard a swat member shout out. The eyes of his mask widened as he stared at the scene. "You are under arrest for the charge of destruction of public property, and unlicensed Quirk use! Get on the ground, both of you! Or we will consider you hostile!"

The giantess blonde stared down at the two, ready to spring into action if either were to do anything. Meanwhile the wooden man watched, as the Wasp slowly got Antman onto his feet.

"We aren't here to hurt you! We don't want any trouble!" Hope shouted out to them. And her voice with filled with concern, severe concern for the man. That was enough to get them to put their weapons down, albeit slowly. "We need an ambulance! My friend, he's really hurt! Really hurt!"

From a distance Peter let out sigh of relief with the eyes of his masks relaxing. He lowered his head, and shook it some. "Okay...I think their okay but...How did they-"

All of a sudden, all at once everything stopped for him, moving at merely a crawl. His vision became more saturated in color, with a tingling in the back of his head. Something was coming.

He looked up over his shoulder as his eyes widened. A figure, a feminine body was falling towards him at great velocity. He barely had time to react.

He sprung into the air, the body just missing him while he threw his whole body into a backflip.

The body crashed into the side of a building, grabbing everyone's attention. Even the half conscious Scott Lang.

And the first person to react, was Peter. The second he landed back on his feet he leaped forward off the ledge, flying into the air for all of the police and heroes to see. With his legs pushing into his stomach he dove in feet first into the small hole left from whoever went through the wall. Once he fell in, he grabbed an pipe, using his momentum to swing his whole body back before his feet landed upright on it.

The building seemed abandoned, of course. Also under renovation with the floors ripped out, and one of the walls teared off.

The young hero looked around the room. debris from the wall was everywhere, not to his surprise. The only source of light came for the whole in the wall, which was enough for him to see the body.

It was mangled. Slumping against the wall on her side, her left leg bent in all different types of ways. Her arm limp and beaten.

He was about to move in closer, but something else was coming. All of a sudden a massive hand bursted through the hole in the wall behind him, growing it open more. As Peter looked over his shoulder his eyes widened as those massive fingers wrapped around his body and swiped him up.

"Gotcha!" The blonde giantess smirked as she reeled her arm back from inside the building. "A feisty one..."

"Mt. Lady, focus!" shouted Kamui Woods, who's hand had stretched out into three moving tree branches. Much to Hope's surprise as he slowly picked Scott'd limp body up.

Mt. Lady scoffed and rolled her eyes, looking down at what she had caught. Peter squirmed and struggled in her grasp, almost able to get out. It was actually pretty cute to her, but that cuteness was greatly overshadowed by annoyance. "For the love of-calm down ya little!-"

It wasn't long until Peter stopped his struggles. It was no use at this point. Everyone was watching them, and even if they weren't this woman's grip was too strong the way he was now. He just let out a sigh in defeat.

* * *

As the red sun set things died down for the situation. Scott was taken to the nearest hospital to be examined for his injuries, of which their were a multitude. When authorities entered the building a citizen was allegedly thrown into, they found nothing. The body was gone with no trace.

Hope was taken into custody of the Hosu police, not ruled out as a villain however. During questioning they were somehow able to find information on her and her accomplice. At first they were confused, figured that there was an error in their records, because it said neither Hope Van Dyne nor Scott Lang had any Quirks to begin with. She was eventually released hours later when she fed them a fake story about how they were fighting some villain with a teleportation Quirk in a small American town.

Peter didn't get off that easy. He was kept in that police station for hours, in an interrogation room without his mask or webshooters. They ran his background, found his records and his Provisional Hero ID. Which didn't at all explain why he was acting at a crime scene already covered. There was no harm directly or indirectly inflicted by the young hero that they knew of, nor property damage. That coupled with how he was indeed foreign to Japan and there for any stricter laws over Hero Work, meant that technically he wasn't at extreme fault of anything. He would still be punished, however. His Provisional Hero would be revoked until he earned it back. Likely through the exam for it.

He was only released when someone came for him. And as anyone could imagine she wasn't happy.

"Peter!" Nemuri's voice filled his ears from across a hallway and behind a metal door.

It wasn't long until that door flew open, nearly ripping it off its hinges with how much strength was put into it. Peter jumped from his seat near the table onto his feet in instinct, with a wide spread stance and his hands up.

"Peter! Are you okay? Are you hurt?!" The R-Rated blurted out in nothing but pure concern for her student. Peter put his hands down as he looked at the teacher.

"You gave me a heart attack!" She wrapped her arms around his upper body, holding him as close as she possibly could.

All the while the hero-in-training did the best he could to get some breath. Not surprising, since she was smothering him with her cleavage.

Soon she let go, stepping back some feet and putting her hands on her hips. She closed her eyes and let out a sigh, fully composed. She was no longer in Concerned-Mother Mode. Now she was in Scolding-Teacher Mode.

But before she could get a word out Peter spoke. "Listen, I know what you're about to say, I've heard it from...my teachers, my friend, my Aunt..."

"You had no idea just how dangerous that was!" Nemuri lifted her finger to point. "You could've been hurt even more than you probably already are or worse!"

"Yeah, maybe. If that's what it takes." Peter replied, before looking away to the side. "My Uncle had a saying...If you have an opportunity to do the right thing, and you don't...and then thr bad things happen...It's on you." He looked back at Nemuri. "I can't do nothing again..."

Again? What does he mean by that? What happened to make him say that?

It was at this point she realized. She believed she figured out just what this young man's motivation is. Not for money or for fame.

The two fell silent for the next few seconds. Peter let out an exasperated sigh as his gaze went down. While Nemuri stepped closer once more, lifted her arms and wrapped them around him. She held him close for comfort. And he didn't try to get away.

Kayami decided it'd be better for Peter to take a cab home, since he couldn't use his equipment to do so. The whole time neither of them really said a word. Peter didn't feel up to that and Nemuri didn't want to open any old scars.

When they reached their destination, Peter wasted no time pulling the lever of the door and pushing it open. He was about to get out, but stopped himself and turned back towards his teacher. He smiled weakly as he spoke. "Thanks...for today. I really enjoyed it." Was all he said, before getting out and shutting the door.

The young hero stepped towards the apartment complex while his cab rolled off. He made his way inside, greeted security and made his way up to the third floor, to the end of the hall at the last door, sweeped the top of the frame and found the key, before pushing it in and turning.

Pushing the door open he made his way inside, immediately closing it once inside. He looked down at where thr briefcase from earlier was. Gone. Mei must've put it in his room. He walked deeper into the apartment. Nothing of any danger it seemed. Just the lights coming from the TV in the livingroom, where Mei was.

He walked over to the couch, where Mei laid fast asleep. Oblivious to anything and everything. Even the explosions from the action movie she was watching wasn't doing it.

Peter looked up at the television screen. On it was a scene of a muscular blonde man, fighting against what looked like a monster.

He smiled softly and looked back down at his host sprawled out everywhere.

Without a word he picked up the remote to the TV and shut it off, before carefully picking her up from the sofa and taking her back to her room. The whole time a genuine smile was on her face.

After he set Mei back in bed he went back to his room, where the briefcase for his school uniform was right beside his bed. He dropped his mask on the floor, and tossed himself onto the bed face first into his pillow, as he slowly dozed off into an exhausted sleep.

Then he realized something. He didn't have his bags from the mall. Or the stones!

Upon this sudden realization his eyes shot open wide. He jumped in the bed, before slumping over.

It was gonna be a long night for him. Goid thing some of the Spider-Tracers still worked.

_Okay, hope you enjoyed this chapter, even if it might be all over the place. I probably didn't do a lot of characters justice in this, but I tried and continue to try. So please tell me._

_Also, next chapter we're heading to U.A. Peter is gonna need a 'teacher'. I wanna see just you guys want that to be._

_Wanda Maximoff/Scarlet Witch?_

_Pepper Potts/Rescue?_

_Steve Rogers/ Captain America?_

_Choose, and if there's enough, I may make them the first of the U.A staff and Finals Exam._


	5. Chapter 4-The New Students of UA

Peter Parker's very short time in Japan, in this messed up parallel reality, was rather uneventful all things considered. He was accepted into a school he didn't know about, that trained heroes. He got a teacher interested in him in more than one way. He bought an ensemble of clothes for his time here. Then a 'New York' happened in Downtown Hosu City and two bugs came out. He got his Provisional License taken away and by proxy anyway to use his powers to even get within twenty yards of the stone in Hosu without being arrested. Also he forgot his clothes on the side of a building and had to nab them back.

He was clocked out from the evening onward. And that bled into the late morning at about 9:00 A.M. Only then did he actually get up. And when he did he noticed something. The door was open, not by much by a little bit.

The young man slowly sat himself up as he stared at the door, expecting something to come through. But nothing. Just the sudden clang and crash of pans and pots.

Peter wasted no time jumping out of bed onto his feet, running towards the door and pulling it open swiftly, before sliding out into the apartment's hallway. "Mei!" he shouted through the apartment before running for the room of comotion. Jumping onto the side of the wall and then propelling himself through the livingroom he clung to the other side.

Peter dropped back onto the floor, running through the doorframe to the apartment's kitchen.

And there his host was, sitting on the floor with her legs spread apart. The reason being that between them was spilled clear and yellow liquid, poured out a small pot, which used to be on top of a burning stove.

"Mei, are you alright?" Peter asked as he looked down at the inventor, who turned towards him with a wide grin.

"I'm okay!" She spoke confidently, while gritting her teeth as she raised her right arm to give a thumbs up. She was completely oblivious to the fact her skin was steaming from the liquid of the stove getting onto her forearm.

Safe to say, Peter's reaction to her steaming flesh was not a calm one. He walked through the doorframe to the kitchen, before kneeling beside her and wrapping his right arm around her torso. He picked her up with ease, like picking up groceries, and leading her arcoss the small kitchen to the sink full of dirtied plates seemed to be left weeks in advance.

He turned a blue knob at the wall just above the sink, causing the sink nozzle to spew out its cold liquid at a high pressure.

"Okay, give me your arm.." Peter demanded in his usual gentle tone. She looked up at him, and the moment he saw her face he noticed something.

"I-I'm fine, Peter I promise!" she declared, wearing her usual grin. Nothing truly genuine. "I promise everything's alright!"

To that Peter frowned down at her, raising a brow. "Mei...Please?..."

After several seconds of silence, the young inventor gave in, gave the exchange student her arm, and held it under the running nozzle.

Mei did wince at first, but after a while she calmed down, and laid her head against Peter's chest.

A few minutes later her exchange student dug through the refrigerator right next to her on top of the counter next to the sink. There wasn't much in the fridge, very little food or anything, but he was able to find an ice pack inside. Then he webbed it up around her burnt area. While he did so he could feel Mei's eyes on him.

"Alright..." Peter looked up at her, smiling softly before getting up. "That'll dissolve in a few hours. But by then you should fine, alright?"

"Okay!" She gave a thumbs up with her wide grin returning. Soon she lowered her hand and tilted her head. Her eyes soon focusing on the American boy's carbon wrist gauntlets.

"Now, lets get started." He started as he lifted his hand with his palm out, laid out right in front of her as he looked at her. She wasted no time taking it, and pulling it closer to examine, incidentally tugging the owner of that arm forward by accident.

Peter did stop himself from landing on top of her, pinning his free hand against the counter she sat on while his face ended up inches from hers. She was completely oblivious to this, of course.

"What's this fluid anyway?" She asked as she stared at his wrist gauntlet, her fingers running along it slowly while ahe looked over it. "It's thin and squishy, but I checked the extra clips on your suit. Its tensile strength is spectacular! I could barely get out of it!" she looked up at the young man, her eyes closed obliviously. "I wanted to ask yesterday but I ended up bonking out on the sofa so I couldn't-" at that moment she opened her eyes, and immediately stopped herself.

Peter's face was red. As red as it was the first timr they were this close. Redder than the ripest tomato in the world. And she was completely oblivious as to why. Though, she had to admit, seeing him with such a red face, made him even cuter than before, in her opinion.

After a moment of silence, as she looked into his eyes with a genuine smile, she continued just the same as before, if not a little brighter. "So, who made the formula?"

"Uh..." Peter gulped as he stared. "I did, actually...It has the fluidity of milk when it's compressed but the strength to hold chunks of buildings!...At least, as far as I know..."

Immediately Mei's grin came right back. She leaned in even closer, to which her guest tried to pull away. Unfortunately he wasn't able to. His free hand was stuck to the counter.

"Show me how you make it!" She demanded, her tone filled with lust for such knowledge. Mostly as a way to help her create something more unique. "Think about it! We can make several babies together with that fluid! Don't ya think?"

She didn't really get an answer, because Peter jerked his head back almost comedically in utter embarrassment and fear at the thought of what she was assuming.

* * *

The light of a TV filled the dark empty bar, with the volume of it drowning out the intense sound of nails tapping against hardwood.

The owner of those fingers was a young man in a black long sleeve shirt and jeans. On his pale face, a gloved white hand covering it up.

Tomura Shigaraki, a young, broken man with a power just as warped as himself. Decay, allows for him to turn anything he touches with all five fingers to dust.

The TV above him showed the News of yesterday in Downtown Hosu City. With the recording of the female hero labelled 'The Wasp' being taken away into a Swat truck while her partner was taken away on a stretcher.

"Unbelievable..." Tomura groaned as he looked up at the TV, narrowing his eyes.

"American heroes falling out of the sky. I say, it is something new." The bartender spoke.

Kurogiri, yet another simple man, warped by his Quirk from the outside, making him nothing more than mist in clothes. With the Power 'Warp Gate' he can create a gateway from one place or another for him and anyone else to walk through.

Shigaraki groaned as he looked down, raising his hand to his neck and scratching away with his fingers "I hate it...I hate it! Like there wasn't enough already!"

"Tomura!" Kurogiri squinted his glowing yellow eyes. "Calm down, you'll hurt yourself."

To that the blue haired man looked over towards the mist of darkness, glaring at him with his piercing red eyes.

He wasn't in any way phased, crossing pieces of mist that were his arms as he stared. In just a few moments Shigaraki inched his hand away from his neck before slowly lowering it.

"It's okay." Kurogiri looked up at the screen. "Whatever is going on is no issue to us."

Hearing that the young man groaned once more. "For the moment...They give the same vibe that purple guy did...Yeah, they'll be more of a problem then we think..."

"Shigaraki, you've grown, haven't you?" They heard, and both turned around. Behind them was a flatscreen TV, turned on but with a black screen. The only thing on it was 'Audio Only'. "It's not like you to think like that. I suppose your last two failures really have humbled you quite a bit."

Tomura stood silent at that as he stared at the monitor. Then, slowly he got out of his seat to fully face it. Hunched over he spoke, while raising his arms some. "I don't intend to let my next move be foiled by them, Master! I promise, I...I'll make you proud..."

Kurogiri narrowed his eyes at that, but stood silent and looked away. All the while the disembodied voice replied. "Oh, Shigaraki...I'm proud of you already. But I will not tolerate another failure."

The young man lowered his head at that, as he spoke quietly. "I understand..."

* * *

The day had arrived. Finally, the first day of school at U.A. He was indeed skeptical on the manner, but he was too far gone at this point to refuse it.

Him and Mei left for school at the same time, both having gotten dressed in their school uniforms, and Mei looking functional, but not as sophisticated as it should look. Her jacket was open, only one side of her shirt was tucked into her skirt, and her tie wasn't properly done. Peter looked better, since his tie was actually done properly. However his jacket was also opened, and his dress shirt wasn't at all tucked in. As well he was wearing red and white running shoes instead of regular dress shoes. Mei insisted Peter brought his busted suit to work on, which he accepted. He probably would need it later in case something happened.

They took the train there, which wasn't at all as crowded as what he thought it would be. Overall the ride there wasn't all that bad. Nothing of any danger that came his way. But there was a lot of staring the whole time. And it wasn't from Mei. It made complete sense that everyone was looking at him. He was unmasked on live TV just two days ago at the Downtown Hosu incident.

He finally made it there, along with a crowd of students, varying from big, small and average, to a normalish complexion, to being pitch black or red, or pink even. It really threw him off a little. But not as much as it would've if he hadn't already gone to space and fought a muscular purple grape.

Everyone he and Mei were coming across gave him a look. For three reasons. He fell from the sky and landed in the courtyard with life threatening injuries, appeared at the time of the incident and was arrested, and he was with Mei 'The Physco'.

The first one to come to them was, of course, their teacher, the R-Rated Hero Midnight, wearing her usual teacher attire with her hair tucked into a ponytail.

"Mister Parker! Miss Hatsume." She greeted them as they walked by, to which she followed beside them. "I trust you two are getting along?"

"Yes ma'am!" Mei replied with a grin. "Yesterday he gave me a lot of fluid for the babies we're gonna make together!" She looked over at Peter, as both of them saw he cheeks light up red immediately. He was quick to justify what she meant.

"S-She's talking about the fluids in my webshooters!" He stuttered, waving his hands in denial of the thought he knew she was thiinking of. "We're making gadgets together! T-That's all, promise!"

All he got as a response was a small laugh from the teacher as she turned her head away some and covered her mouth.

"It's okay, I believe you." She spoke dismissively as she waved her hand a bit. "I'll show you to your class, okay?" she asked as she looked down at her new student, who nodded. "They're going to love you!"

* * *

The whole of Class 1-A had arrived to their homeroom. All twenty of them, minus one, their class representative, were seated in their designated seats. All of them noticed however, two additional seats in the back, behind where Shoto Todoroki and Ridiko Sato sat. Most of them were confused as to why there were two additional seats, and some began spreading rumors about it. Bakugo didn't care in the slightest.

"I'm tellin' ya, it was Spider-Man!" Mina stated as she leaned over from her seat towards her blonde classmate, who had a black lightning bolt on the side of his hair.

This was Denki Kaminari. The friendly but somewhat flirtatious Stun Gun Hero with the Quirk 'Electrification'. It allows him to destribute electricity throughout the outside of his body.

Denki chuckled softly as he looked at her. "From the comics? You know those aren't real, right?"

"Aren't we living a comic already?" The girl behind Mina questioned with a finger on her chin.

Tsuyu Asui, arguably the second most blunt student in class with her Quirk simply titled 'Frog'. Unlike most other kids in class, her Quirk affected her on a more physical level, giving her more of a humanoid frog look. However she was indeed likely in the top five most beautiful girls in the class. She is able to do anything and everything a frog can.

"Thank you, Tsyu!" Mina looked back at her with a grin. Then she turned her attention to the human stun gun. "It's not that hard to believe a man crawling up the walls shooting webs!"

"In skintight red and blue spandex?" Kaminari raised a brow.

"Yeah..." Kirishima chimed in. "Sorry but...that just seems like a major lawsuit for the guy..."

The pink girl pouted softly. She was about to speak, but was cut off abruptly.

"Everyone take your seats! Class is about to begin!" The class representative shouted for all to hear, flailing his arms sharply.

This was Tenya Iida, the Class Rep of 1-A, that needless to say deserved the role in every respect. With his Quirk titled 'Engine' he can use the miniature engines mutated into both his calves to increase running speed through multiple gears, much like an engine.

"But...Everyone's already sitting..." Spoke one of the students, a girl with jet black, simplistic short hair, red teardrops under both her eyes, and earjacks hanging from her ears.

This was Kyoka Jiro, the Earjack Hero-in-Training. Her Quirk, simply named 'Earjack' is a Mutation that caused earjacks to sprout from her ears. With them she can send out soundwaves with the assistance of speakers for long range incapacitating attacks. She can also extend them to a certain point.

The Class Rep swiftly thrusted his arms to his side, bowing dramatically at a perfect ninety degree angle. "Right, of course! Forgive me for my mistake!"

"What? Wait, no, you don't need to apologize!" Midoriya clarified with a nervous grin and chuckle. He should be used to Iida's sharpness and straightforwardness...But he sadly wasn't.

Outside the class, against the wall next to the massive 1-A door was a girl.

She had an athletic physique, standing at 5'8 with short blond hair with streaks of hazelnut brown in the tips, in school uniform, with black leggings blue sneakers instead of the school unform shoes. She held her school-appointed briefcase against her body as she looked down.

She only ever looked up when she heard one of the teachers call her name.

It was Midnight, who was leading the American student to where he needed to be. Peter was looking out the window as he walked, taking in the view of the courtyard outside. Nothing he could really get back at his school.

"Why are you waiting outside?" Nemuri questioned as she put her hands on her hips. "You know you could just enter.."

"I know. But, I didn't think it would be best." the blonde stated as she looked ahead through the windows. "It would be better if all of us were together." Her emerald green eyes lingered some towards Peter, who himself stiffened. He wasn't even looking in her direction and he noticed.

Unbeknownst to her his face was beginning to burn, since he and his host had locked eyes for a quick second as she made her way through the courtyard herself with one of the other teachers. One that looked...oddly familiar.

Quickly he turned himself towards the two women, red as a tomato with a nervous grin. "T-This is the place, right?!" He pointed towards the massive door.

He got a nod and smile from Nemuri as she gave a thumbs up. "Yup, this is the place! Ready to go in, you two?" she asked as she looked between the two.

The blonde nodded, getting off the wall as she looked at Peter, eyeing him up and down with a raised brow before she spoke. "Shall we?"

"Yeah!" He nodded with grin.

Kayami stepped past the two, grabbing the handle of the door before sliding it open to make way.

The first thing the three of them saw caused the young boy's eyes to widen.

On the floor behind the teacher's desk was Shota Aizawa, laying on the floor in a yellow sleeping bag with his eyes staring dead at the ceiling.

"J-Jesus!" Peter yelled out, enough to get everyone's attention. Even Bakugo and especially Midoriya.

The young American leaped forward, before sliding behind the desk to his teacher's side. He grabbed him by the what he was sure was the arm underneath the bag, and shook him vigorously. "Are alright?!" He then pressed his head against his chest to hear his heartbeat. Thankfully there was one.

Peter let out a sigh as he kneeled down beside Aizawa, closing his eyes for a moment. Then he heard a soft giggle. Multiple. He opened his eyes. And the panic that had disappeared had returned, twice as much as his eyes connected with the teacher's, which were beading red. The American jumped onto his feet with a yelp, only to hear the laugh of Midnight.

"Your cuteness doesn't cease to amaze, Mister Parker." She spoke as she put a hand on her chin. "It is quite a way to introduce yourself though."

It was then he realized, everyone in class was staring right at him. Some out of shock the masked vigilante from the news being in their class, others, like Uraraka and Mina holding in their giggles of adoration for that burst of innocent panic, or Bakugo, who was laughing from the stupidity he displayed.

And like that his embarrassment grew tenfold, visible by the red enveloping his cheeks. He lifted his hand to raise, growing a nervous smile as he spoke the best he could. "H-Hello...Sorry about that, I-I'm new here...I'm-I'm...Peter...Parker..."

All of a sudden, everyone heard Bakugo's laugh stop abruptly, as he stared at the young American with his eyes narrowing. Sitting there with his legs up on the desk. They all felt the unease. Especially Izuku and Peter.

But that tension was abruptly cut short, when they all heard a crashing sound from outside the class, before the door flew open once more.

In the frame was a woman with reddish brown hair, in a red trenchcoat and black dress shirt along with black jeans. She was an absolute beauty to behold, rivalling Nemuri even.

Everyone looked over to Wanda, as she panted softly while hunching over in exhaustion. Then she spoke. I'm so sorry...I tried to get the others, but they're both so busy..."

At this point Eraserhead had gotten out of his cocoon and stood up, while Midnight spoke. "Nonsense! We can introduce them later."

Meanwhile, one of the students, a short boy with balls for hair, stared. His beady eyes wide as blood dripped down his lips from his nose. "W-Who is that?..." he spoke through drool as he stared at the young blonde and her teacher.

This was Minoru Mineta, arguably the most hated kid in class, specifically by the girls, with his Quirk 'Pop-Off', in which the balls on his head can be ripped off and transformed into sticky balls.

"It looks like a teacher from America." Another boy spoke bluntly. His hair was half white, half red, and over his left eye was a burn mark.

This was Shoto Todoroki, one of the most powerful in class 1-A with his Quirk known as 'Half-n-Half'. His left side can generate fire, while his right side can create ice as a counter. This makes the perfect combo of the two powersets.

He looked over at Mineta as he stared at the two American women, not even a look of unease as a waterfall poured out the grapeboy's mouth. He only stopped when he was smacked in the face with Tsuyu's long tongue.

The two American students just stared at the class. Peter with his cheeks still glowing red but dimming, while the blonde raised a brow in a calm manner. She then spoke, getting everyone's attention.

"I'm Gwen...Gwen Stacy from..." her eyes lingered to Peter, before darting back to the class. "I'm from Stark Academy..."

That statement in and of itself struck the young man. Didn't Aizawa say he was from 'Stark Academy'?

The blonde then bowed, hanging her head respectfully. "Me and my classmate look forward to getting to know you all." she stated plainly, before turning her attention to her classmate as she stood straight once more. "Right, Peter?"

The young hero gulped, hunched over a little as he forced out a chuckle. Wanda stepped between the two, bowing as well. "My name is Wanda Maximoff. Their..."

"Homeroom teacher." Gwen sighed and closed her eyes.

Wanda simply nodded in agreement. "Yes, homeroom...My apologizes, this is my first year teaching..." She explained. "But I look forward to learning." she nodded.

"Are you three done?" Aizawa questioned as he stared at the three with that same depressed look. He took their utter silence as a 'yes', and continued, looking onto the class. "Any questions?" He asked, and immediately multiple hands presented themselves into the air. The most enthusiastic being from Mina, Izuku and...Well, none of them was really sure about the last one, it looked like a bunch of floating clothes.

That was Toru Hagakure, the least noticed of the class, in the most literal aspect that was her mutation. her Quirk simply made her invisible to the naked eye, which made her perfect for stealth.

"Okay, good. You can ask them your questions after class." the not-so-well known hero waved his hand lazily before sitting in his seat, while those who raised their hands came crashing down, some almost falling out their seats.

"Why would you even ask then?!" Mineta called out.

Midnight pouted as she looked towards Aizawa, speaking in a disappointed tone. "Shota, don't be like that! They want to get to know their new classmates! At least let them ask some?"

Aizawa looked up at the four, his expectations not budging an inch. After a moment, he let out a sigh before speaking. "Fine, make it quick."

"You could take a nap while we answer everything." Gwen stated bluntly as she looked at her new teacher, putting a single hand on her hip.

And to no one's surprise Aizawa leaned to the side away from the four standing, before falling onto the floor.

Peter was the only person who reacted, more confused than anything. Gwen simply shrugged.

"Okay!" Midnight grinned. She pointed towards one of the students towards the back. A young woman with bangs in her hair, and most of her hair put into a ponytail. "Momo Yaoyorozu!"

Momo lowered her hand, putting it on her chin as she began to speak. "I was hoping you wouldn't mind if I asked, but what exactly are your Quirks?"

Peter crossed his arms at that. looking away with a nervous grin and chuckle while he looked away from the group. "It's...really not that impressive, I...have sticky hands and feet when I want..." He attempted to explain, before looking over to the class. He was about to say more, but something crossed his mind. He shouldn't tell the people he just met everything about his abilities. So he simply said, "That's...about it..."

"That's...hard to explain..." Wanda started as she looked down for a moment. Then she looked back up at the class and pointed a finger up. "I can create psionic force fields for offensive or defensive purposes.'

Gwen simply shrugged as she plainly spoke. "I'd rather not say."

"Next!" Midnight called, pointing towards another student, a simple young man with a simple grin. "Sero! What do you have?"

"You guys have experience, right?" He questioned as he stood up. "Do you two have your Hero licenses yet?"

"Not yet." Gwen responded simply.

"Not anymore..." Peter spoke in a comedically dramatic fashion while streams of tears rolled down his cheeks. And people were certain they heard violin music.

"Izuku Midoriya!" Midnight pointed to the second-to-last hand.

The broccoli boy lowered his scarred right hand. "Peter...I hope you don't mind me asking, but what happened...to your hand?"

the young hero looked down to his right hand, lifting it up to look at the scar going up it. He then chuckled softly, looking over at Midoriya and balling his hand into a loose fist. "I could ask the same thing to you. Izuku, right?"

To that Midoriya nodded slowly. "Yeah, that's...that's right.."

The R-Rated hero pointed towards the last hand, Mina Ashido. "Yes, Miss Ashido!"

The alien girl grinned, standing up fron her seat and slamming her hands onto her desk. "What're your hero names?!" She questioned with mass enthusiasm behind it.

"Still pending." Gwen answered bluntly.

"They call me...The Witch." Wanda said, looking up and putting her hands on her hips as she smiled to herself. "The Scarlet Witch."

"And I'm...I'm-I'm Spider-Man..." Peter nodded with his attempt of a cooler, lower base to his voice despite using his regular high base the rest of the time, as he crossed his arms. All the while he saw Mina's eyes widen as her jaw dropped in nothing but pure joy.

"Can we sit down now?" Gwen asked as she turned towards Midnight, who simply nodded. The blonde wasted no time making her way to the back. Peter wasn't far behind.

"Alright, great. Now that that's over with..." Aizawa got up from the ground, sitting back in his seat before continuing. "Did anyone do the homework I gave you last week?" All he got was groans and whimpers.

* * *

It had been two days since he was laid up in his medical bed, in Hosu General Hospital after his abrupt arrival to the city. It was on and off for him the first few hours, but after a day he was almost nacl on his feet. Thanks to a doctor's more simplistic Quirk. They were going to keep him for another week for evaluation however, since that Quirk is a fifty-five coinflip.

Scott laid in bed, his head against a pillow as he watched what was on the monitor that was his small flatscreen. A Japanese action movie, of which he understood every word. He was completely invested in it. Until he heard the door open and his partner walk in.

Hope was carrying a tray into the room, whistling softly as she made her way to the medical bed. Beside his bed was a chair, where she sat down after plaving the tray over het partner's chest. "We have white rice, kung-pow chicken?. .I think...and this." He looked over as she lifted up a purple can of soda, smiling softly before placing it on the tray.

"Awe..." Scott smiled at her. "I could kiss you right now, you know." He raised a brow while the Wasp chuckled softly.

"Try it and you'll be stuck in that bed for another week." she leaned in closer, until her face was inches from his. Then with a finger she gave him a boop on the nose, before pulling away back into her chair. "What are we watching?" she questioned as she looked up at the screen.

"Oh I have no idea whatsoever." Scott answered as he picked up his chopsticks on the tray. "I just woke up, and it was on. Pretty good though."

Hope nodded slowly as she loooked at the Ant. "Are you feeling any pain? discomfort? Do you need anything else?"

"Some fresh air would be nice." He replied jokingly. "Other than that, no, not really."

"If you're good you can go." Hope crossed her arms with a sly smile. "After the doctor lets you off."

"Oh c'mon!..." He whined playfully. He then began to chuckle softly along with her. Then after a while he asked. "So you know where the others are? Cap? Witch Lady?"

"Yeah, actually Stark's wife was here earlier while you were out..." Hope stated, and raised her brow as the Antman shifted in his bed.

"Pepper Stark?!" He clarified, before asking. "Where'd she go?"

"She said she was going to a school in the next city." she explained. "Said it was a hero school."

"Why didn't you wake me up!" Scott shouted out, only getting a frown from his partner.

"Because you need to heal! And you're going to, understand?!" She snapped at him, getting out of her seat and standing over him. Both fell silent as Scott looked away with a sigh. And she did as well. "And...You were too cute, I couldn't bring myself to do such a thing..." she teased, much to his flustered annoyance.

* * *

It was quite an event, meeting all of his new classmates in the briefest ways possible, while also finding out that someone he knows, not in the best way since he was thrown by her like a ragdoll across an airport, was now his 'homeroom teacher' while also not knowing who the girl who was apparently her classmate was.

So far his sixth sense wasn't buzzing in any way, so he was fairly certain that she wasn't a threat at the moment. Unbeknownst to hin in particular his new teacher was keeping a sharp eye on him.

It soon came time for lunch, class 1-A was let off to eat for a full hour, which was thirty whole minutes more than Peter's old school, and was greatly appreciated all things considered. Especially considering he and Gwen were being berated with questions from classmates, mainly Mina, Tenya and Midoriya.

"So you both have at least basic experience in the field of hero work! I would like to compare experiences!" Iida suggested with his stern formal manner on their way to the school cafe with the two.

"So your Mentors are Quirkless?! Really?! That's incredible!" Midoriya spoke in awe in the line with Peter.

"Did Marvel name their comics after you or did you name yourselves after the comics?" Toru questioned the both of them as they sat down at a table.

"You wouldn't mind if I got an autograph, right?" Mina winked at Peter as she handed him a Spider-Man comic and pen from right next to him, causing him to blush the same color of her soft pink skin.

Now it was Gwen's turn to ask the questions, her eyes lingering to her American classmate before focusing on the four other students sitting with them.

"We told you about us. Now what about you guys?" She raised a brow with her elbows on the table, chopsticks in hand and hovering over her food. "I understand your powers." She used her chopsticks to point to the sseemingly floating clothes, before turning to Iida. "I assume from the rods in the back of your legs involve it." She then turned het attention to Izuku as he ate silently with his head down, narrowing her eyes. "But you...What can you really do?"

Midoriya lifted his head at the question, gulping softly before putting on a nervous grin. "W-Well, I can increase the strength in my arms and legs..."

"Oh. Interesting..." She nodded softly. She then looked to Peter, across from him to Mina. "And you can..."

"I can make acid with the fluids from my body!" she grinned, while the young man looked over at her with wide eyes to match the red in his face. She didn't seem to mind. "I have a handle on it."

As the rest of the small group talked on about their experiences in hero work, Peter stayed silent, lost in over five different thoughts. The stone that he had the coordinates to, the stones he had no idea went, being here instead of being on the move for them, and the fact that someone he doesn't know was now his classmate at a school he was certain doesn't even exist.

"Peter? Is there something wrong?" He heard, and turned his attention to the blonde girl beside him, who gave a stern but unphased look. "Talk to me, bud."

With that Peter was brought back to reality, turning to Gwen and immediately putting on a small, shifting in his seat. "I'm fine, I'm alright! I just...should go check on something." he stated as he slid his chair back. He then got up, grabbing his tray to take to recycling before leaving.

"Where are you going?" Toru questioned, to which Peter looked around for a moment. "The...school workshop? You guys have those, right? I think I might need to help Mei with my suit-"

Iida wasted no time getting onto his feet and standing up straight, his arm lifted in a chopping motion at a right angle. "You must not know your way around the campus. Allow me to escort you!"

"Uh..." Peter stared for a moment,slowly backing away. "I'm fine, I'll find it myself-"

"Nonsense!" Iida walked walked around the table towards the young hero, who's steps were getting bigger as he backed away slowly. "As the Class Representative it is my duty to help you find your way in these halls!"

"I'm fine, I promise! You don't have to worry!-"

* * *

"I said I could find it myself...Seriously..." Peter sighed softly as he made it down the halls of the Support Hero classes. Right beside him was Iida.

"Of course, but it is better if someone more familiar with the school grounds showed you the way." Iida explained as he looked down at the young man.

They had made their way to the Hero Support building, where Midnight told him his suit would be worked on. Looking up at the signs to each room where he believed his equipment was.

"If I remember correctly, her station is down the hall over there." Iida gestured to the very end of the hall, to which Parker nodded.

"Thanks, Rep. I'll see you back in class." Peter gave a thumbs up, before walking forward away from the Speeding Hero. Once a few feet away he let out a breath of relief and walked off as fast as he could down the hall.

Once he got to the massive door at the end of the hall, he realized something. This doot was reinforced, even more so then the others he'd seen so far. That being known he stepped forward to it, narrowing his eyes to focus while also putting his hand softly against the door for anything.

Then suddenly his eyes shot open, his senses going off.

He jumped back, just as the reinforced door was ripped off its hinges, flying at him quicker than he could land on his feet and move out the way.

With massive concussive force the door hit up against his body, sending him back into the pillar between the glass windows and pinning him against it, nearly breaking it.

He lifted both his arms and legs up as quickly as possible to take the concussive force, but it only seemed to make matters for him worse. The moment the door pressed against him he felt a crack, a snap of the bones in his right arm, making him yell out in pain.

"What the hell?!" A woman called out from inside the workshop. From the smoke seeping out the workshop a woman ran out, with orange shoulder long hair tied into a bun in a women's business suit and pants. She looked at where the door landed, shocked.

As she stepped closer a man stepped out the room as well, with the perfect build, blonde hair slid back and a majestic beard to boot, wearing a white shirt and cargo pants.

Pepper lifted her arm up, and almost immediately a blue piece of armor flew out the room, covering her arm from the elbow down in blue and silver armor, while Steve came to the door.

They both got on either side of the door, hearing groans and whimpers of pain. Steve wasted no time grabbing the door and sliding it out the way, revealing a young man in pain as he held his right arm.

Mei poked her head out the workshop, having her regular smile. But it took no time until that smile went away, as she stared at the sight of the American student. Speaking softly to herself. "Peter?..."

Slowly Peter opened his eyes, gritting his teeth and looking up at the two teachers. His eyes narrowed as they stared. The first word to come out of any of them came from Rogers.

"Hey Queens...not how I expected to see you again..."


	6. Chapter 5-The Stone Heist

The first thing anyone did was get Peter to the nurse, Recovery Girl. From there everything was easier. They got his arm healed with her kiss, and all wrapped up. He was told by her not to get into any type of altercation, and told Mei to calm down on her inventions. She wasn't listening at all.

After they were both given a lecture, Mei silently left, not a word as she left him with his teachers, Steve and Pepper.

"Recovery Girl," Steve turned to the nurse with a raised brow. "You wouldn't mind giving us some privacy, right?"

The aged short woman turned her back to the three, shrugging and walking towatds the open door. "Fine. Do what you have to, I suppose..." She walked out the door, before sliding it shut.

The room fell silent as they heard her footsteps echo away through the halls. The moment none of them heard those footsteps, Peter spoke, rather sporadically.

"How are you guys here?! What's happening?! Where's Mr. Stark?!

"Queens! Peter, calm down." the Captain attempted to soothe the young man while Pepper explained. She laid everything on the table. How they got there, why they are there, who else tgat they know of is there, and the gravity of the situation. As for where Tony was, they had no idea.

By the end of it Peter was near emotionally crippled. He was about to be responsible for trillions upon trillions of deaths because he thought he was doing the right thing.

Sitting on that medical bed he looked down at his legs, narrowing his eyes as tears began to spill. "I'm sorry..." he choked out in nothing but pure remorse. "I didn't mean to..."

"Didn't mean to what?" Steve questioned as he stared at the boy.

"I killed all those people...Everybody!" He looked up at the two, wiping the tears from his eyes. "I wanted to do the right thing and..."

He cut himself off, when he felt arms wrap around him. Steve held onto him, letting the young man cry into his shoulder to his heart's contempt.

"It's okay." Steve gave him a pat on the back.

All the while Pepper ran her hand through his puffy hair, leaning in closer. "It isn't your fault. Because of you, we're still here. Everyone is still here. But they won't be without those stones."

Steve pulled from the young man, who let out a shaky breath before nodding softly. He looked at the two heroes, while wiping his new tears away. "I...I know where one of them is...Or, I don't know where exactly but I have the coordinates. It's with what's left of my other suit."

The orangette nodded, her face inches closer to his as she asked, "Where is it?"

* * *

Peter had returned nearly late to class. But, even with his arm broken and being sent to the nurse he was still on time.

He got no praise from Aizawa for it, but he wasn't coming under the impression that was the case so it made little difference. He simply went to his seat. When some of them saw the bandages around his right arm they asked what happened. He simply waved it off as an accident and nothing more, before sitting down beside Gwen, who glanced at him for a quick second before looking ahead of her.

From there the school day didn't last long. Peter didn't see Steve or Pepper the rest of the day, they were apparently meeting the other teachers from other courses. All of them were surprised that they were Quirkless. School let them out, and they were all quick to leave. Especially Bakugo, who hours prior had a talk with Aizawa that seemed to irritate him to no end.

As the red sun faded slowly into the waters before their eyes, the students of U.A made their way home. And Peter waited on the steps of the Support Course building for his host. Sitting as students went by. None of them the one he was waiting for.

He was looking toward the doors the whole time not paying attention to his surroundings. So he didn't notice the blonde come up behind him until she spoke.

"Who're you waiting for?" She asked in a blunt tone, cauding the young man to jump some, looking in the direction of where the voice came from. He looked up, and was immediately greeted with a view up her skirt.

Because of her both having leggings on and keeping her legs closed, Peter wasn't able to see anything, thankfully. Still he couldn't help but quickly look away and face the ground. When she didn't get an answer, she pressed more. "It's your host, right? Who was it? It was a Mei someth-"

"Okay..." Peter sighed as he pushed himself onto his feet and stood up. He turned to her, and she hopped off the ledge onto the stairs to look him straight in the eye. "What's your game? I've never met you before! And..." he leaned a bit closer so no else could hear. "Stark Academy shouldn't even exist! So what do you gain from posing as a student?"

The blonde let out a sigh, leaning back against the concrete slab and railing behind her. "Professionally? I assume our 'teachers' told you about my predicament..."

Peter looked away, and gave a small nod as he sighed softly. "Yeah...I know..."

"Then you should know that if this place is gonna come crashing down, it's better to get the hell outta dodge before then." Gwen raised a brow as she spoke. "The only problem is I don't know how, and those three told me they'd help me."

That reasoning was pretty solid. Even if she was lying, it was damn good. Not that Peter would even know. And he didn't. But for the moment, if he believed her or not she had no choice in the matter on whether to work with her or not.

"Personally...I'm a mess when it comes to friends..." Gwen shrugged while looking away towards the entrance across the courtyard. "I'm gonna go, before my host blows his lid." She then walked down the steps, wacing away without evem looking back. "And thanks for trying to save me, by the way."

As she walked off, Peter stared off in slight confusion on what exactly that meant. But ultimately, there was no point. He wasted no more time, and went into the Support Course building.

* * *

The train ride home was silent. Not like the first time. Mei did her best not to look in his direction. No smile on her face. She was busy thinking about something. Something he didn't want to interrupt. Since he was under the assumption that she was in a bad mood he'd rather not confront it in public.

But the apartment wasn't in public. The moment they got inside, and Peter closed the door he asked.

"Is something wrong?"

Immediately the young inventor turned herself around, that usual grin on her face as she waved it off as quickly as possible. "No, not at all! What would possibly make you think that Peter?"

To that he raised a brow. "I mean...you haven't said a word to me, since your door-"

"Since what? What happened with my door again?!" She attempted to brush it off with that grin.

She was deflecting. Trying to forget it as fast as possible but being unsuccessful.

The young wall crawler simply put his hands on his hips as he looked at her. "Never...Nevermind. It's late, and I'm hungry. I bet you are too." He looked down at the briefcase holding his suit inside. "I'm gonna put this away, and make us something to ea-" When he looked up Mei was gone, and he heard the slam of a door.

He let out a sigh, shaking his head. "Or I could just grab some stuff from the vending machine downstairs and doze off. Yeah..."

* * *

While Peter and Mei didn't seem to be on speaking terms, Gwen and her host were the opposite. At least, they had no problem speaking their mind. Him or his mother.

"PUT A SOCK IN IT, HAG!" Bakugo cried out in a fit of rage, only to receive a powerful blow at the back of the head. He let out a groan, before growling like an animal.

"WHAT DO I KEEP TELLING YOU?! USE YOUR INSIDE VOICE!" His mother screamed right back him. They've been yelling back and forth since she got there.

The Bakugo family had just finished dinner around the table, and while Katsuki did the dishes with his mother Mitsuki, Gwen sat with his father, Masaru, on the couch in the livingroom.

Mitsuki made her way into the livingroom as the young woman and father looked through a book, filled with pictures of a child with spiky blonde hair, some in regular clothing and some in a blue gold and red onsie with bunny ears on the hoodie.

"Ah man! I remember that." the mother smiled softly as she got behind the couch and leaned towards the two from behind. Gwen glanced up at her with a raised brow as she explained. "Katsuki was so excited when he opened up that box on his birthday. I swear, him and Midoriya were the cutest thing you've ever seen!"

"SHUT IT HAG!" They all heard from the kitchen as their timebomb of a son scrubbed away viciously at the dirty plates.

"MAKE SURE TO PUT THE DISHES IN THE WASHER WHEN YOU'RE DONE! GOT IT?!" Mitsuki screamed back at him in an aggressive manner.

Masaru sighed softly and looked over at Gwen, smiling apologetically. "I apologize for those two...They can seem really aggressive now, but I promise once you get to know them you'll love them."

She looked over at the two parents, a small warm smiling forming from her lips. She then got up, smiling softly. "I'm going to bed now, if you two don't mind."

Masaru gave a thumbs up as him and his wife smiled warmly. "We'll try to be quiet for you." Mitsuki stated, but after gave a shrug. "No promises, though."

The blonde gave a thumbs up back, before heading for the stairs.

* * *

They knew where one stone was, at least. Pepper got the coordinates to the A-17 nanites and with that the stone. They knew they would be going in short handed, with Scott in the hospital, and two more of their group coming up missing. Not to mention thanks to this reality's laws Wanda couldn't get caught in with any of this, as well as Cap or Pepper. So that left one person.

The coordinates to the A-17 suit resided inside a building in Hosu. In the HAAD building. The Hero Association Administration Department building. One of a few dozen buildings around the world, that holds three major roles: Keeping a tabs on hero agencies all around the globe, enforcing the new laws for Quirk users on those agencies and by extension heroes involved, and serving as a super safe for items of which they have no understanding, at least until it could be transported to a more secure facility.

Forging a fake ID card for Hope was easy. Since Karen created an entire identity for Peter, it was no stretch to think that she could forge another one that allowed one of them through the door, which was really going to be the hardest part.

Hope let out a breath as she made her way to the doors of the building from the sidewalks of Central Hosu. She made sure not to stand out, or attempted not to, as the evening crowd was varying in appearance thanks to the multiple mutated people. She wore a regular trenchcoat, which covered her from neck to knees, with nothing underneath but her suit just in case.

"You ready, Hope?" She heard in her ear. Just as she turned from the sidewalk to the concrete path that lead to the entrance of the building, she lifted her hand and with a finger carefully adjusted the earpiece in her ear.

"I don't have a choice..." She whispered seemingly to herself as she walked through the moving door in front of her in order to get herself into the lobby.

"Well, I mean there's always a choice." Scott shrugged. He was still at the hospital, in bed. In his lap was a laptop which was wirelessly hooked into the HAAD building surveillance system thanks to Pepper's AI and Karen. Securitywas nothing Hope couldn't handle, just getting passed the front desk. "Okay, you just need to get past the front desk. Okay?"

"Right..." she nodded to herself. The moment she entered the lobby she took a look at her surroundings. The lobby was massive. its walls high with its decorations being rather minimal. There were chairs lined up as well as tables for waiting, but no one was there that she could see.

The Wasp stepped towards the massive front desk in the back of the lobby, cracking her neck in front of the secretary before looking down at him. And she was pleasantly surprised.

Sitting at the desk was a man, with a Ant head for a head. That was all there was to his Quirk. A literal Ant-Man.

"Hiya." the Ant-headed man greeted, with a regular human voice exiting through its mouth parts. "What can I do you for today?"

Now that took her aback. Much like it did other people who first met him. Even in a world where a majority of the population have some type of power, an ant head on a human body was still very jarring.

"Uhm...I uh..." Hope stared at the secretary right in front of her. Not at all disgusted. She spent her whole life around ants, both normal and small. Just not like this. She cleared her throat, standing stratight and firm. "I'm here for the item of the Stark Academy student? Peter B. Parker?"

The secretary tilted his head with a quick twitch as he stared for a second, before looking down at the computer monitor and typing away. "Peter...Benjamin Parker..." He mumbled to himself. Once he entered that name only one item came up.

Slowly he looked up at Hope. If he could raise a brow in suspicion he would, but he settled with one of his antennae flicking upwards. "I'm gonna need some ID verification..."

Hope gave a nod, reaching into one of her many packets and pulling out an ID card with her name and picture. She handed it to him, of which he took before typing away again. Using the verification number on the card he found her name 'Hope Pym' among the database, in the San Fransisco branch of the National HAAD.

"Alright...Looks like you're clear." the ant man stated as he continued to type away. "One moment, please..."

The wasp gave a nod, looking away from the secretary as he slid a key card into a small machine. Seconds later he pulled it out, and handed it, as well as her ID, to her. "Just stay for a second, I don't think all the guards are gone...I'll call someone down to escort you." He stated, pushing himself ib his rolling chair to the right and towards the phone. He was about to puck it up to call, but was halted.

"Oh, no. That's okay, I can find it on my own..." Hope nodded with a warm smile, before walking off hastily past the desk and down the massive hall. The ant man simply watched from his rolling chair.

* * *

Meanwhile, the three new teachers of U.A had decided it would be best to set up an alibi. And who better than a dinner with their fellow staff members.

Pepper had invited a majority of the 1-A teachers, as well as the principal of the school. Unfortunately most of them were busy themselves preparing for the Final Exams around the corner. So it boiled down to Toshinori Yagi, Present Mic and Nemuri Kayami. Arguably the three most social teachers of the course.

Pepper picked a lovely casual restaurant in Hosu, forty blocks away from the HAAD building, in uptown. Even agreeing to pay for everything, not like she couldn't.

The three teachers arrived early, none of them truly able to wait to meet their new faculty members. Midnight especially.

Present Mic had worn a formal black suit, with a colorful T-shirt under it, terrible taste in fashion. Toshinori with a grey suit, white dress shirt and black tie, which was too big for his emaciated form. Nemuri was in a dress, one she bought on her 'date' with Peter, a royal blue halter dress with a formal suit jacket and boots.

They sat in the back, much to Toshi's request, waiting for the teachers with small conversation. The skeleton was the first to ask.

"Have you guys actually met any of the other teachers?" He looked between Mic, as well as Nemuri, who gave a nod.

"I was able to meet one of them. Miss Maximoff." she stated as she rested her head in her hand with the table below her as support. "She's...green when it comes to teaching..."

"Really?!" Mic grinned at the two with a raised brow, leaning back in his chair with a laigh. "Kinda like you, huh AM? Maybe you two can take the crash course together!" he pointed towards him dramatically, only getting a chuckle out of the man. "Hey, I'm serious! I'm sure you two can crack this teaching thing together! No?"

"Yeah, maybe..." Yagi sighed softly as he kept his smile. "But don't count on that. Alright?"

"Hey, you know what I just realized?" Kayami gave a rhetorical question to the two, lifting the hand on the table with a finger pointing towards the ceiling. "Perhaps you met one of the teachers during your time overseas! You know, when you were training to become a hero?"

"What? No, that was a long time ago!" Toshi shook his head at her with a smile. "Besides, America has a lot heroes, I doubt it."

"It'd be a nice coincidence though." Nemuri shrugged.

"Come to think of it, ya ever stay in touch with ya old classmates over seas?" Mic raised a brow and looked towards the blonde skeleton.

"Well of course!" Toshi answered with his usual dried vigor.

Meanwhile the three interdimensional travelers readied themselves, before heading inside.

Steve was clean-shaven, having cut off his majestic beard. He wore a red flannel dress shirt, blue jeans and combat boots. On his forearms were carbon braces under his sleeves.

Pepper kept her hair in a ponytail with her bangs in her eyes. She wore black framed 'Cat Eye' glasses with slight tinted lenses. She wore a simple grey suit and pants with simple heels.

Wanda wore a red leather waistcoat over a red wrap dress and black high heel boots.

They made their way to the back, Steve taking a look around as he walked with the two.

Nemuri was the first to notice the three, who were looking around, seemingly clueless. She noticed in particular Wanda, and stood up from her seat, much to the other two's surprise. "Wanda, over here." she spoke out, enough to get their attention, but not attract too much.

Wanda, Pepper and Steve looked over at who spoke one of their names to see Midnight.

Wanda was the first to walk forward, followed by Steve and then Pepper. The Scarlet Witch waved gently at the three, losing her footing in her heels and almost falling to the side, but catching her balance quickly.

The U.A teachers simply watched. Especially the emaciated Toshinori up at the fit Steve, and vice versa. Pepper and Nemuri were the first to pick up on the two, and the first to ask.

"What's...What's the matter? Is something wrong?..." Pepper looked between the two, showing slight unease as they continued to stare.

"No..." Steve continued to stare at Yagi. Both looked like they saw a ghost. "Just..."

"Feeling quite the deja vu..." Toshinori continued that sentence. To which the soldier nodded in silence.

feeling the new awkward tension in the group of teachers, Pepper was the first to say anything.

"Miss Kayami, Peter's told us...about you you.." she stated, grabbing the seat in front of her and pulling it back some, before taking a seat.

That got things rolling.

"Oh, Peter?" Toshinori raised what would have been a brow. "Yes, I hear young Parker is a handful. That is what Aizawa told me."

"Take it from someone who does know him, he is." Steve nodded with a soft smile.

"Even I haven't figured out how to...discipline him..." Wanda chimed in awkwardly, only to look to the two for help.

"Not that he really needs discipline." Pepper stated. "He's a good kid, who just wants to do what's best...Even if he becomes a bit of a pain.." She spoke that second part in a joking tense tone, getting at least a chuckle from the others.

* * *

Hope roamed the massive halls of the HAAD building, surveying her surroundings as best she could. All the while Scott was givint directions to the storage room the orb was held. So far she found no one, so there didn't seem to be any danger. Still she was on her toes.

She came across one of many doors. To her left, it was the same as any other. Except for one difference. All the other doors were sealed shut, and the security pad on the side was smashed in, sparking.

She stared at the door, taking a step up as she put a hand up to her ear and whispered. "Scott?...Are you there?..." No answer. Nothing but static. "Scott?! Scott talk to me!" she whispered into her earpiece. Still nothing.

Just like that her passive approach turned defensive. With the silver helmet shifting from the back of her suit all the way around her head she stepped forward to the door, her thumb on the trigger of the palm of her glove.

All of a sudden the cracked door in front of her slid wide open, and immediately she pressed the button on her palm. A man stepped out the room, in what looked like an Ant-Man suit.

A darkish purple and black outfit, with leather black gloves reaching his forearms, and what looked like retracted talons on the tip of his index, middle and ring fingers. He wore black boots, with what seemed like metal soles. On his back with a pack, made of carbon material hooked up with one strap each tight on his shoulders, with a buckle connecting each other across his chest. His helmet was like hers, but there were two antennae on the front of his head and a grey tint to his lenses. In his hand was the metallic red and blue orb.

The man looked towards where Hope was, but she wasn't there. She was gone He looked the other way, and began to walk away from where Hope came in, lifing his free hand up to the ear of his helmet. "Kurogiri, I got it. Heading to the extraction point." He spoke, with a bit of a raspy tone.

A sound then filled his ears, a warping sound. He quickly turned himself around, and there she was.

The Wasp jumped onto the wall with one leg, elevating herself up above him with her arm reeled back. But just as she was about to connect the punch the man had disappeared, letting her go off balance and fall onto her shoulder, before rolling onto her stomach. She quickly pushed herself onto her feet, hunching over some as she looked around. He was gone, she couldn't find the man anywhere. But the orb was on the floor right in front of her.

Hope stepped closer, before bending over and grabbing the orb firmly. She sighed softly as she stared at the sphere, smiling behind the helmet. Until she noticed something. There was a tiny man, the size of an ant, planted firmly on the top of the sphere but leaping onto her wrist. Her eyes widened, but before she could do anything her arm twisted forwards sending her off balance.

With a purple afterimage the Black Ant grew to his previous size right under her, crouching down. Using her off balance he picked her up and tossed her across the hall.

Being caught so off guard she let go of the sphere in her possession, letting it onto the floor. She however did not land. She pressed the button on the palm of glove, and immediately her whole body condensed, shrinking to the size of an ant while insect-like wings sprouted from her back. She regained her balance, wings fluttering to keep her in the air.

She watched as the Black Ant stepped forward to the red and blue sphere, kneeling down and picking it up once more. "Now, this belongs to me, thank you." he spoke, before getting up on his feet.

With a warp the Wasp grew back to previous size, hunched over still. She squinted behind her helmet at the Black Ant, staring. "What the hell...Who are you?.."

"Listen lady, the less you know, the better off you'll be." Black Ant stated, rolling his head between his shoulders.

"I'm not letting you out of here with that orb..." Hope adjusted her stance, spreading her legs open some while her arms raised defensively.

"And I'm not leaving without it..." the man replied as he stepped back. "So if you want it so badly, come get it.."

Both stood opposite of each other, Wasp ready to pounce while the Black Ant stood firm, his thumb on the trigger of his palm.

Wasp lunged forward towards the man, reeling her arm back. But before her fist could connect the man shrunk down, sending her spiralling.

As the sphere hit the floor Hope shrunk down before hitting the ground, sprouting her wings once more to stabilize herself.

She looked ahead to the sphere on the ground, the visor of her helmet magnifying on the black moving spec in sight. She then charged in as fast as she could down on him. Just as he was about to grow Wasp flew into his back, sending him forward with her into the metal orb.

From anyone else's perspective the otborb was just miraculously beginning to roll itself across the hall. But on the surface was war.

The two rolled onto the surface of the moving battlfield. The Black Ant was the first to get onto his feet, jumping into the air above the Wasp. The talons on his fingers shot out, the blades glowing with a purple glow.

Hope's eyes widened and, quickly she lifted her arm, firing a shot of yellow energy from her wrist blasters, hitting him straight in the chest and sending him flying.

A crack in the paint of the wall formed, with the tiny man bouncing off and falling to the floor.

Wasp leaped back, shifting size and growing back to her previous size. She landed on her feet and swiftly picked up the sphere in front of her before walking off. She didn't get far, getting tackled seconds later and falling to the floor as she lost her grip on the sphere. It landed on the floor once more, rolling off away from them both.

Hope attempted to reach out to it as it rolled, but Black Ant pinned her down, his knee burying into her back and his hand pushing her head into the ground.

"You're getting on my nerves..." The man groaned lowly, with his freehand picking a small disk from his wrist, which began to glow a bright purple.

Hope was about to press the trigger in her palm, only for Black Ant's boot to come down on her forearm. She let out a groan of pain, balling her hand into a fist instinctively. Black Ant took the small disk in his fingers and rammed it into her back, cables shooting out of it and thrusting its metal hooks into the ground around her, purple electricity cackling around the cables. Even so, she pressed the button on her palm. Nothing. She was stuck, trapped on the floor.

The man jumped back and up onto his feet, letting out a sigh before walking forward over the Wasp to the orb.

"No..." Hope struggled against her restraints as she looked up to the man's feet as he stepped closer towards the sphere. "You don't...You don't understand! I...I need that..."

"I don't huh?" Black Ant stopped in his tracks and looked back at the woman. "I think I do..." He bended over, grabbing the orb below him before standing back up. He looked down at the orb, shaking his head. "I'm sorry, but I have people to get back to, thank you."

After, the man turned away, walking down the hall with the orb, letting out a groan of exhaustion. But then he stopped, when he felt the ground begin to shake. Both the Ant and the Wasp looked around them, falling silent.

Not moments later the rumbling stopped. Only to be replaced with the doors all the way down the hall blowing open with scorching hot flames engulfing hald the hall, Knocking Black Ant back with concussive force and sending him flying, causing him to drop the sphere in his hand right in front of Hope.

* * *

Mei's apartment was mostly quiet for the evening. As the young inventor occupied herself with something in her workshop all alone with nothing but her computer and materials.

Meanwhile Peter was cooped up in his room, laying on his bed with his hands together on his chest. His mask was on his face as he seemingly talked to himself.

"Hey, Karen?..." He spoke softly to himself as he stared at the ceiling.

"Yes, Peter? Is something bothering you?" The AI questioned calmly.

He simply shook his head, the eyes of his mask narrowing. "No, not at all. What makes you think that?"

"Peter, if there's something wrong you can tell me." he heard. He sat up in bed, looking down as his lenses widened.

"Karen, I'm fine. Okay?" He stated with a nervous chuckle. He attempt to get out what he wanted to say, but was stopped before he could even get a word out.

"I can tell when you're agitated about something. You always tap your right middle finger when you are."

"Wait, I do?" Peter sat silent, looking down at his right hand, and he still was tapping, against the bed sheet without even knowing.

"I also know that you were sent to the nurse's office on account of a fractured humerus. However I can't be certain, you haven't put the suit back on yet so I can't run a proper scan." Peter let out a sigh, shaking his head as he kept silent for a moment. "Yeah I...I got hit by a door-"

"Someone hit you with a DOOR?!" Karen screamed into his ear, causing him to groan as he leaned to his side.

"No, no no! No one hit me with a door!" The young man groaned softly. "It was an accident, something blew up in Mei's lab...And I got a door in the face..."

"Mei did this to you?" Karen's tone grew cold, something he picked up on quickly.

Peter jumped out of bed, looking down while shaking his head. "No no no no no! It was just an accident, I promise!..."

The AI then fell silent for a moment.

Peter let out a sigh, sitting back down on the bed. The eyes of his mask widened as he looked up. "Karen? Are you there?..."

"Yes, Peter. You were about to ask something?"

"Yeah I...I was wondering about...Gwen. Gwen Stacy? She said she was from Stark Academy?" The young hero spoke as he paced around the room. "Do you...Do you know who that is? Any records?"

The HUD of his mask became flooded with information, of the records of 'Stark Academy', which was full of nothing but skeleton profiles aside from Peter's, and of course, Gwen.

Gwendolyn Stacy, of Stark Academy. A quiet individual in class, and nothing else. Her Quirk, not on file but confirmed she did have one. Something was off about that. Why would her powers not be registered like his?

"What...was there an error here?" He tilted his head, squinting his eyes as he looked down to his feet.

"I'm not sure. I hadn't uploaded the profile." That caused the young man to lift his head up.

"You didn't upload it?" He spoke to himself. "Then who did?"

"I don't know..." The both stood silent at that, both were attempting to find an answer to the question. But both were caught off guard by a sudden sound.

It was subtle for him, but he heard an explosion. Quickly, after looking toward the window of the room he stepped around his bed towards it. He opened the window wide and poked his head out. In the distance, in Hosu he saw smoke, a fire big enough to see from there.

Already he sprung into action, pulling his head back into the room, grabbing the open briefcase with his suit, grabbing the webshooters inside, slamming it shut and getting ready to go, before hearing Karen's voice once more.

"Peter, you don't! the suit's healing unit hasn't been fixed!" she stated, causing Peter to squint.

"I..I'll manage..." He then tossed the briefcase out the window, before diving out himself. Immediately he shot a webline to the briefcase, with the end latching onto it before he shot another line at a building, swinging off.

* * *

"No, I'm sorry. I don't drink." Pepper spoke to the waiter, shaking her head with a soft smile. Something that seemed to be repeating among the group of teachers, with Toshinori, Pepper and Steve turning down the wine. But Nemuri was on her third glass.

"So you're husband doesn't have a Quirk, But he's one of the best heroes in America?..." She asked with a bit of a smile, to which the orangette shrugged.

"Yeah, he even made my suit. And a lot of others." She explained. "He actually makes all our gear really."

"Really?" Toshi raised a brow as he listened, to which the soldier nodded.

"Everything." Steve spoke. His legs crossed.

"That's so sweet!" Present Mic chimed in with a grin. "He's gotta have some type of Quirk! That's just too good to be true!"

Wanda simply shrugged, looking up some smugly. "He did pump a bunch of stuff into him last time I checked..."

"Really? Again?" Steve turned to the two others and tilted his head.

"Well he pumped himself full of mild-ended Extremis for the new suit. Kinda like me..." Pepper explained to the two beside her.

"Extremis?..." Nemuri questioned, confused. But that question was quickly blown off.

"Don't worry about it, we already handled it." Wanda spoke, lifting up her glass and taking a sip before putting it back down.

Suddenly they heard an explosion, loud in audio. Everyone jumped up at it, most in shock and all in surprise.

Steve jumped onto his feet, looking towards the entrance from all the way in the back, before looking back at Pepper, who put her glasses over her eyes. "Pepper, what's going on?"

"I don't know!" She replies, her lenses gaining a blue tint as information filled her vision. She stood up, looking to the captain. "An explosion just occurred at the HAAD building."

Steve then turned her attention to the Witch, nodding. "Wanda, with me." He spoke. Wanda stood up from her seat, and the two headed towards the door.

Pepper looked back at the other three, smiling softly and apologetically. "I'm so sorry. I plan to pay for everything, so don't worry about the che-" she then drifted off, a something appearing on the lenses of her glasses. She grew speechless as he looked away. "What?...Did you try to stop him?...Oh god..."

"What's wrong?" Toshi stood up, hunching some.

"It's nothing, I promise!" she hastily dismissed, stepping backwards to the door. "Have a nice night, I have to go!" was all she said before turning around and running out.

* * *

Fire was everywhere. Everything. The hall, the lobby, half of the whole building was gone.

Under small pieces of debris Wasp laid, groaning softly like Black Ant right in front of her, who slowly got onto his feet with a groan. "The hell was that?..."

"That wasn't you?!" Hope shouted out at him from under the rubble, slowly pushing herself up.

"Nope...I don't have a guy like that..."He shook his head as he looked on to what was the hall, before turning back to her direction. "Which means I'm gettin' the hell outta here." He walked forwards, over the Wasp's body as she pushed the pieces of debris off her body. "You should quit, while you're still alive lady. You're ahead-" he turned around, and was tackled by the woman, sending them both flying into a wall.

Hope pinned the man into the wall, reaching out to grab the sphere. He quickly tossed the sphere into the air, getting her off guard enough to headbutt her dead in the helmet, sending her stumbling back with a groan.

Swiftly he went for the legs, heeling his leg back before ramming it into the back of her knee, causing her to fall the floor with a yelp. Then she received a metal backhand to her face, sending her back a little to fall on her back, unconscious.

The sphere fell to the floor with a clank, and the Black Ant wasted no time sprinting towards it, leaning to the floor to pick it up before heading towards the massive opening in the wall. He jumped onto a slab of debris, before propelling himself up towards and out the hole, landing in the alleyway.

He sighed softly, hunching over as he took in heavy breaths. He looked and the red and blue orb in his hand, nodding softly as he lifted his freehand to the side of his helmet. "Okay...Heading to the extraction point now-"

"Yoink!" Someone called out, as a webline attached to the orb, swiftly pulling it out of the Black Ant's hands and into the air.

The webline was tugged, pulling it into anither direction, before it was caught by a woman crouching on the edge of what was left of the rood above him

It was a young woman, in a black form-fitting suit, with thin armor, white being the primary color and red as the secondary. Over her head was a white hood, with a red inside. lenses of her mask outlined by black. On her back, a black spider insignia.

She looked over the orb in her hand, with a raised brow expression on her mask. "What do we have here?" Gwen asked quizzically. "Some super advanced baseball?"

"Oh you've gotta be kidding me..." Black Ant groaned softly. He cracked his neck as he looked up at the young hero. "That thing is way more important than you think. Hand it over!"

"Really? Or what?" Gwen shrugged smuggly as she turned her attention to the man below her. "How do I know you won't use it for anything bad if that's the case? No, I think I'm gonna hold onto-" She was abruptly cut off by something hitting her back, a ball of fire pushing her upwards into a wall. She felt the snap of her neck on impact before falling to the cement ground and dropping the sphere.

It rolled to the Black Ant, and he quickly picked it up, letting out a breath. "Christ, what is with this place..."

There was a sudden rumble. Then another. Getting closer and closer with each thud. There was a light, burning bright, brighter than the flames that engulfed the building. A low growl from inside the building.

"Nrgh..." A groan came from the limp female as she laid on her stomach. She cracked her neck back into place, letting out another groan of pain. "Okay...I am never gonna get used to that..." She slowly began to push herself up, whining lowly from the pain of her bones cutting through her nerves. She look up to the flames as they burned brightly, the eyes of her mask widening as she stared at the figure in the center. "Oh..."

* * *

"What's going on?..." Uraraka questioned softly as she looked up at the cloud of smoke escaping into the sky.

Since the two exchange students from America had arrived so abruptly, Class 1-A hadn't gotten the chance to get any gifts for them. So they took this evening to find something. Izuku, Uraraka, Yayarozou and Iida, with the addition of the representative of 1-B Itsuka Kendo and Yui Kodai. They had bought a fair amount of things, thanks to Momo, and they were heading to their host's home to keep them until tomorrow. But they found themselves stopped in their tracks by the sudden commotion a few blocks ahead of them.

"Someone caused a fire..." Midoriya gulped as he stared at the direction the smoke came from.

"We should go the other way..." Yui spoke quietly while backing away, clenching the skirt of her flower dress. Kendo put a gentle hand on her shoulder.

"It's okay, promise." The 1-B representative smiled softly while tilting her head.

"Perhaps we'll simply go around!" Iida suggested, or more so stated loudly to the group.

"That would be best. If we don't want to get involve in whatever's happening..." Momo nodded as she looked on at the group.

All of a sudden the flames in the distance spiraled, rising to the heights of the nearby buildings and then above them, swirling like an inferno. A hurricane of orange red and green light. The U.A students stared in awe. It was beautiful, if nothing else. Then, they heard a screech, like that of a demon.

Not even moments later did the tornado of flame disperse, shooting itself down to the ground before spreading through the streets like a tidal wave. It spread fast, engulfing the streets and knocking down buildings with all that concussive force.

Midoriya's eyes widened. They barely had any time to react. He dropped the bags in hand, and quickly turned towards Uraraka, streaks of electricity spreading through his body. He lunged towards her, wrapping his arms around her and Momo before leaping away from the flames coming their way, much to their surprise.

Tenya was quick to follow, grabbing onto both Kendo and Kodai as the calves in his legs kicked into gear. "Hold on you two!" He shouted as the rods of the engines in his legs spewed blue concentrated flames. He propelled himself forwards with the two, following his classmates.

"W-What was that?!" Uraraka screamed out against the wind in their ears.

"Must be some type of villain..." Midoriya thought out loud, not like anyone could hear him. "His Quirk, it's so powerful! He may have just decimated twenty city blocks!"

Tenya, Kendo and Kodai got ahead of the three in the air, as the flames began to wither away behind them. But that wasn't all.

Iida let go of the two in his arms, letting Yui fall onto her knees with a bit of a whimper, and Kendo stumble a bit. They were nowhere near used to that. Turning his attention to Izuku and the two other girls. All three of their eyes widened.

"Midoriya! Above you!" Iida called out to the three, causing Momo and Ochako to look up while Izuku looked over his shoulder. Their eyes went wide.

Above them was a boulder, a massive piece of debris from one of the buildings blown sky high in their direction, followed by others, smaller but still a massive problem.

They were at a loss. They were in mid-air, they couldn't change their direction, no one knew how. But the barrage of debris was heading straight for them.

He had to think fast. He couldn't just get out of the way. But maybe he could bust it apart.

Midoriya spun himself around with the veins of his legs charging under his clothes. "Hold on!" he screamed out while reeling one of his legs back for a powerful kick. But he found himself taken off guard when he felt something splat onto his shirt. He looked down to see a webline.

Suddenly his body was pulled to the side, sending him, Ochako and Momo into another direction, towards the intersection of a street.

"Web Grenade!" they all heard, a familiar one, from earlier that day. Momo looked down at the concrete floor coming up fast, as Ochako scrambled to grab onto Midoriya. Suddenly a white, silky blanket appeared right below them, catching them all like flies in a web. They bounced some, but the webbing stuck to them like fly paper.

The three yelped out in surprise, Midoriya having let go of both girls and as a result have one of the land right on top of him.

Iida, Kendo and Kodai just stared. What just happened? That's what was going through their heads at the moment.

Out of the corner of her eye Yui saw something. She turned her head across the street, seeing a young man in a red and blue form-fitting suit and mask, who had slid to a stop, on all fours with the eyes of his mask narrowing. That one moment caused her stale expression to shift into that of awe.

Iida was the next person to notice, as the Spider-Man got onto his feet with a soft breath. Then he heard the familiar voice from across the street, turning his head towards it with the eyes of his mask going wide.

"Peter! What are you doing! You shouldn't be wearing that costume, you don't have your Provisional license anymore!" Iida shouted, much to his confusion after the shock.

"Class Rep?! You're here too?!" Spider-Man questioned as he looked towards the scorched part of town, before looking back at the three. "Okay, get those three somewhere safe, I'll catch you guys later!" was all he said before running off, shooting a webline up a building in front of him and pulling himself into the air, before letting go and shooting out another one to swing off.

* * *

Steve and Wanda were the first on the scene, before the inferno erupted into the sky. They found themselves dumbfounded by it, but they were still on guard. Then inferno slammed itself into the ground and scorched the mass if the area.

Wanda was quick, forming a tangible field of red energy to block the flames, just barely, and giving everyone enough time to get away. Only after the flames died down did the Scarlet Witch lower her hands, her breathing growing heavy. "Okay...That was harder than it should be..." she huffed as she looked down at her hands, then Steve.

Steve looked over at her, before giving a nod. "Stay behind me. I'm heading in." He looked forward and rolled up the sleeves of his shir to reveal the carbon braces on his forearms. He stepped forward and balled his hands into fists as nanotech covered his arms in metalic blue gauntlets. He made his way into the rubble, towards the remains of the HAAD building, where the source of the fire was. Wanda wasn't far behind.

But the moment they reached the source they were met with a corpse landikg face first into the undercarriage of a burning car flipped on its side, toppling it over.

Wanda did jump just a little, but Steve wasn't much phased. He's seen too much of it to be. He lifted one of his arms, the gauntlet on his arm shifting to firm a round red white and blue shield, with a white star on the top. He was ready for the worst.

What they got was a red and blue metal ball rolling through the charcoal rubble. It definitely took the Captain by surprise and it confused Wanda greatly. But neither got closer, the Witch simply backing away.

"Ugh..." They both heard. The captain looked out the corner of his eye at the source.

The corpse that had been thrown into the car groaned, slowly pushing herself up from the ground. With each movement she cracked something back into alignment, wincing in nothing but pain each time. "Yeah...I'm still alive...Either that or this is hell...Thought it'd be worse..."

Seeing her up and moving again did take Rogers by surprise. He turned his full attention to her, and ran towards her as she pulled her hood down to reveal her damaged mask, revealing her left green eye and brownish blonde tips of her hair, but nothing else.

"Gwen, are you alright?" Steve questioned once he got close, a look of worry on his face.

"Eh...Once you get a limb ripped off, breaking bones become really..." Gwen winced in pain as she tried to get back on her feet, using the car behind her as leverage. "Really trivial..."

"What happened?" Steve asked more, as Gwen looked down at her hands, wiggling her fingers viciously.

She looked up at him, shaking her head. "No idea. Whatever's going on, its got something to do with..." Out the corner of her eye she saw the orb, and pointed towards it. "That!"

The two looked towards the metallic ball laying a top the rubble. Wanda slowly stepped towards it, and once she got close she crouched down and grabbed it, before giving an observant glace over. She knew what was inside. That distinct power of the universe, that was not of this one.

She stood up, looking towards the two and taking a step to them. "This is it. It's one of the stones!" She stated to the both of them with a grin growing upon her lips.

Steve grew a small smile at that, nodding softly. "Alright...Lets survey the area, see what else we can fin-"

"Wanda! Behind you!" Gwen shouted out towards Wanda, as they all heard a low growl from only yards away. The Witch slowly turned around, looking up to be greeted by a burning light behind the smoke.

Something stepped out of the smoke, three toed talon-like feet slamming into the rubble and leaving its scorch mark. Standing over the three was a creature, humanoid in figure. Standing eighteen feet tall, hunched over with flames spewing out its back and down its spine. Its body was composed completely of molten rock, which was engulfed by orange and yellow flames. Its arms were skinny like sticks, much like its malnourished physique. The head hanging from its long neck resembled that of a crow's burning skull. As it stared down at the three with its burning eye holes, it slowly opened its maw, giving a low chilling growl.

Gwen was the first to ask the question. "You know this guy?" she asked while her remaining lense narrow some, as she got into a weak fighting stance.

"Never seen him before in my life..." Steve lifted the Nanotech Shield, looking at Wanda who tossed the orb towards the young woman in white and black. "Get this thing out of here!"

Gwen caught the sphere with one hand, nodding as she turned away from the two and the monster. "On it!" she nodded as she as she ran off, jumping over the debris to make her escape.

All the while the demon of flame kept its eyes on her. Or, more specifically the sphere she was holding. The monster took a step forward, ready to blast past the two Avengers in front of it. They both stood ready.

"COWABUNGA!" a familiar voice called out.

And everyone was taken by surprise. Especially the Elemental once he was hit with the sole of a foot at high velocity. By none other than the full costumed Peter Parker, Spider-Man.

The Elemental wasn't much phased, only stepping to the side from surprise with its head forced the other way towards the ground.

Peter shot out a webline behind him to a slab of rubble with his right arm, and with it swung that debris up into the air before pulling it down with all his might, slamming it over the monster's head and causing it to stumble to the ground on all fours. Unfortunately, that much strength caused a crack. Not a total break in his humerus, but enough for him to stop and grab his forearm, wincing in pain.

"Queens?!" Steve called out to him, as the young masked man looked up from his right arm to the Captain and Witch.

"What are you doing?! You shouldn't be here!" Wanda called out as she ran for him.

"No, I shouldn't!" He called back to them, turning his full attention to them. "What is this thing?!"

"No idea!" Steve walked to him as Wanda reached his side. "He came out of nowhere! Probably here for the stone!"

Hearing that Peter let his guard down some, looking down and narrowing his eyes. "Huh...Makes sense...Any idea how to beat it?"

"Yeah..." Rogers nodded with a sigh. "Hit it, really hard..." he cracked his neck, the shield on his forearm dematerializing, before envoloping his hand into gauntlets with surging electricity between the knuckles.

"That...That sounds like something Mister Stark would say..." Peter pointed out as he looked over at Rogers, before quickly turning back to the fire monster in front of them, all three getting into fighting position.

The Elemental let out a low growl as it lifted itself up, twisting its head to the three. With a shrilling cry it lunged itself at the three, jumping into the air ready to kill. Captain America reeled his arm back, the electricity surging between the knuckles of his gauntlets as he braced for impact.

But, something was off. In this type of situation, Peter's sixth sense would've been on full blast, telling him to do something. But, that wasn't the case. There wasn't anything, not even his hairs standing and tingling.

Just as Wanda began to form a tangible shield around the three, they heard a voice, as well as the air split in half.

"Detroit!"

From the smoke came a figure, massive in build, reeling an arm back as it threw itself at the burning monster. Only when he was close did Peter and everyone else see that wide smile.

"SMASH!"

He rammed his fist square into the Elemental's jaw, the impact causing a small whirlwind itself, that nearly knocked down what was left of the buildings around them, and almost knocking Scarlet Witch's shield out.

The monster was sent flying into a pile of rubble that used to be a building, tumbling around until landing on its stomach.

Wanda let out a groan, putting down her shield and staring along with the other two to the man in the grey business suit. His hands were on his hips, with his back turned to them, his perfect blonde flowing in the wind. "There's no need to fear! For I, am here!" He called out as he looked back at the three. All in awe of what just happened.

Peter was the first to ask. "Who is this guy?"

* * *

While Steve and Wanda took the objective of taking care of what happened in Central Hosu, Pepper took it upon herself to help the heroes around the area. She sent all the drones on her that she could to find anyone in the rubble, or in need of treatment in the immediate area.

One feed she found intriguing was among the rubble of Central Hosu, where she found a black mist in what used to be an alleyway. She was the first to the scene, not with any intent to engage, but to figure out what was going on. Taking one of the pros with her she went to investigate.

Gwen traversed the ruins of Central Hosu to the end of the line, moving as swiftly as she could, jumping onto a slab of obscure debris before leap up into the air, and shooting out a webline back to the yards away. But before she hit the ground she heard a warp, as a fist connected to her jaw.

The Black Ant appeared right in front of her, uppercutting her as he grew to full size. The sudden blow caused her to release the sphere in her hand as she lost her footing. Quickly the masked man reached out and snatched the orb, simultaneously ramming his feet into her torso. The metal soles of his boots began to glow purple, before he thrusted his legs out and pushed her whole body to the rubble, a purple purple shockwave propelling him upwards while shooting her into the ground.

Hitting the ground with a bone shattering thud Gwen bounced up into the air some, using that inertia to roll herself onto her hands and feet. Wincing in pain of her shoulder and collarbone shattered she looked over at where Black Ant landed, rolling from his arms to his back, to his feet, before beginning to run.

Gwen let out a growl, getting onto her feet as her remaining lense narrowed. "Oh no you don't!" she called out, shooting out a webline at his back. But it never hit, as a black mist appeared right in front of her to swallow it. Her eyes widened in surprise, and in mere moments the mist left. She got up, and followed where the Black Ant ran to. Only to find in the alley she saw him head to, that he was gone.

Gwen let out a groan of frustration seeing she lost the trail, looking for something, anything to track him down. The only thing she found, was the red and blue sphere, ripped into with something hollowed out. She looked down at it on the ground, taking steps closer to it before crouching down to it.

She heard the sound of thrusters, getting clooser, and looked over her shoulder for who it might be. It was Rescue, seemingly just arriving to the scene. She landed on her feet, making her way closer to the young woman. "Gwen? What just happened?"

The young blonde looked down at the orb, before turning her attention back to the teacher, chuckling nervously as she hunched over. "I...Have absolutely no idea..."

* * *

_Sorry this took so long. I usually have gotten these out on a weekweekly basis for consumption, but not this time. I also might not get the other chapters done for a while either, as I am starting my new job next week.__While I'm here, I want to address a few things a few people may be confused with. Like why Gwen is here. Well, the same reason any other Marvel character not from the MCU will be here. That being, Don't expect her or Black Ant to be the last. Because I'm only getting started.__And uh...quick question. What's y'all opinions on OC characters? Keep in mind, likely none of your opinions will stop me from implementing one I've come up with. But, it does open the door for me to ask you guys for help. I want Peter and or Gwen to have interactions with not just 1-A, and that means bringing in Class 1-B and 1-C. One problem is, 1-C has no one in that class except Shinso! So I ask, give me some OCs! And I will try to represent them, but I probably won't...maybe. Drop some OCs, their personalities and Quirks, and I will do my best. Until then, have a nice life._


	7. Chapter 6-Snag the Key

The Hosu incident was an unprecedented disaster, one that was sure to shape Hero Society in Japan.

The Hero Association Administration Department building was destroyed, and from there a whole twenty blocks were reduced to ash and rubble. The causality count was respectively low for how zžwide spread the attack was, but still it was devastating.

What's worse, Hope's objective had gone up in smoke, and after it being clawed out of the sphere of nanites it was held in, no one, not even Wanda could track it down. This means the group was right back at step one, and the moment they got a step forward.

The heroes around the area searched through the rubble of Central Hosu for as many people as possible. Rescue shared the feed to her dozen drones with the police and tech based heroes. Heroes like Captain America and Allmight helped to clear the way for emergency medical care to take anyone stuck in the rubble. Peter and Gwen were pulled to the side by Wanda, who was told, along with a handful of police, not to let either of them out of their sights.

Hope was found amongst the wreckage of the HAAD building, and was carefully taken away with emergency services to Hosu General Hospital. She was decommissioned from Hero Work for the time being. As well the monster, who was ruled out to be the source of the fire, had somehow disappeared into thin air, leaving almost no trace left. Meaning that, now what was left of Hosu and neighboring cities were on high alert for anyone with a Quirk having to do with fire, magma or any form of combustion.

After things died down, the Symbol of Peace was off, his fellow teachers coming to Hosu General for their students. The same two students who were cuffed to the same bed while being checked on. Only to later be scolded by one of the mother figures.

"In what way do you think what you did was in any way responsible?!" Nemuri shouted out as she stood over the two young heroes. "Were you even anywhere near that site when it happened?! Either of you?!"

He wanted to say he was, right around the block when it happened and ready to move just as everything went to flames. And he could have, she would have probably believed her. But, that'd be a lie. And for some reason he couldn't lie to her face. He couldn't lie to anyone's face really, but hers especially.

"Yeah, I was getting gifts for my family from the market...nearby, when it happened." Gwen did not seem to have a problem with misleading information however.

"Really?" Kayami raised a brow as she put a hand on her hip. "And pretell, exactly what market was that?" Immediately after that question the blonde fell silent, wide eyed and looking away from the two, as both of them stared at her.

"I thought so." She sighed softly as she closed her eyes for a single moment. When she opened her eyes she continued. "Do you two have any idea what could've happened to you two?..."

"M-Ms. Kayami, if I hadn't shown up my cl-" Peter attempted to explain, but was swiftly cut off by a hand against his lips.

"Don't tell me! Please!..." Nemuri looked into his eyes as he stared back, a look of frustration mixed with concern painting her face. "If anyone hears you did anything else you might not get off with just a slap on the wrist...Okay?..."

To that, the young hero gave a simple nod. The R-Rated Hero let out a breath, moving her hand away from his mouth. The three in the room stood silent, the teacher inching closer and gently resting her chin on the young man's head, causing his face to gently press against her plush cleavage. He didn't say anything, he just didn't know what to do.

"What are we gonna do with you, Mister Parker?..." She spoke softly as she closed her eyes, wrapping her arms around him in a motherly manner. It made her feel better about what happened, holding him like this.

But that moment was forced to end when they all heard the door to the room open. Walking through the frame was Pepper, out of her armor and in her grey business suit. She smiled over at the three, while Nemuri turned her attention to her, inching a bit from the young American.

"I see you two are getting along." Pepper stepped towards the three. "You wouldn't mind if I...had a chat with them? Would you?"

"No, not at all." Kayami smiled. She pulled her arms from Peter's torso, putting her hands on his shoulders and pressing her soft lips against his forehead. Immediately his cheeks burned like the bottom of a kettle over a fire.

Gwen and Pepper simply watched, one of them with a look of unease from being so close, and the other with a soft smile as she watched.

Nemuri took a step back from the kid, who looked down at his feet while she put her hands on her hips and looked at the two. "I will be outside, waiting to take you to your respective homes." She nodded, before stepping back a few feet, turning around, and heading for the door, pulling it open before leaving the room and shutting it behind her.

After a second of silence Peter let out a heavy breath, causing the two women to look over at him.

"Well you're exasperated, huh?" Gwen raised a brow as she spoke in her usual monotone voice. However there was a small smile upon her lips, one of a dying breed.

Peter shrugged, looking over at the young woman. "No not really, I...I...I'm not sure. She reminds me of someone I know..."

"Peter..." The two young heroes heard, and turned their attention directly to who spoke. Pepper crossed her arms, her scolding eyes nearly piercing through his skin. "What were you thinking?"

The question caused him to stammer a little, hunching over as he blurted out. "Why are you coming down on me?! She was there first!" he gestured to the blonde.

She simply raised a finger as she looked up at their teacher. "But can you prove that?" she raised a brow. He was ready to snap back, but was stopped abruptly.

"I don't care who was first!" Pepper raised her voice at the two. It was just like that of a mother scolding her children, which was not at all far off. "I don't care who threw the first punch, I don't care if it is against the law here or not! Do you know how dangerous it was out there?! How hurt you could've got?!"

"Yeah, I do! I always do!" He attempted to reply, but was once again stopped.

"Do you? You broke nearly every bone in your body, almost lost your arm, and then almost broke it again!" Pepper listed off with the fingers on her one hand. She then let out a sigh, letting her hand fall to her side. "Ugh boy...I really do sound like a Mom now..." She mumbled to herself while pressing her hand on her cheek and running it down her face.

"Mrs. Potts, I'm sorry for worrying you-"

"Sorry won't cut it if you're dead." She replied plainly.

"This feels familiar-" Gwen chimed in. However she stopped dead in her verbal tracks when she felt the businesswoman's scolding gaze pierce her skin. She looked away, coughing awkwardly before speaking. "I think I'm...ready to leave...Can I go-"

"You're on thin thin...THIN ice. You understand that?" Pepper questioned as she stepped closer. "You could've been killed! And me being here? Tony coming all this way, would be for nothing!"

He was at a loss. And for good reason. He knew she was right. If he somehow died, then Pepper, Steve and Wanda being there would be for nothing. Peter simply lowered his head, staying silent.

"You don't have a valid Hero Permit anymore, and you keep getting hurt one way or another..." The orange haired businesswoman crouches down a little to his and Gwen's level.

"Okay, then how do I help? Without putting myself in danger?"

To that Pepper let out a soft sigh. She knew who Peter was inside. He just wanted to save as many people as possible. But this was foreign territory, none of them knew what to expect, and if that monster they crossed tonight was any indication, the best thing for him to do was to stay on the sidelines and let these heroes take care of it.

She lifted her hand, gently running her fingers through the young man's hair as she looked him in the eyes. "Be a kid. Have fun with your classmates, make memories." She turned her attention to Gwen, smiling softly. "That goes for you too. Just because you have these powers, doesn't mean you can't be an everyday citizen. This is an experience, okay?..."

To that, The two young heroes gave a nod in understanding. Pepper stood up, nodding her head before speaking. "Okay. Now, go home. Get some sleep. Because you have a big day tomorrow!" she gave an enthusiastic grin, stepping back some.

"Great!" Gwen smiled up at her, before tilting her head to the side towards her cuffed hand. "You mind getting us out of these then?"

That caused the woman to stop in her tracks, falling silent for a second before saying. "Wait here.." She then turned towards the door, heading to it to leave.

"Where are we gonna go?!" Gwen called out to Pepper as she opened the door in front of her and then shut it behind her.

* * *

The ride home from Hosu General Hospital was a quiet one. Very few words were said between Nemuri, Gwen and Peter. Mostly because both the stustudents felt it would make their predicament worse. Their teacher wasn't mad in the slightest, in fact she was quite proud of them for doing what they thought was right. However with how Quirk Laws were set up, there was no way for them to continue like this and have it end well.

Gwen was the first to be dropped off, having nabbed a white hoodie almost twice her size to hide the suit she wore. She opened the door to the cab, and stepped out, using her foot to push the door back into place without looking back. And as that same cab drove off she made her way down the cement path to the Bakugo household. She didn't get to even touch the knob before the door it belonged to flew open. Behind it was Mitsuki, in a bluish green nightgown and robe. There was a look of silent anger on her face.

"Get. In. This house. NOW!" She shouted out in a mix of rage and maternal instinct. The grown woman swung hherself around and walked further into the house, with Gwen following suite.

Her improv lecture took about an hour to conclude. And it consisted mostly of Mitsuki screaming at her the way she does to her own son, which was oddly enough comforting to Gwen to know that this person considered her part of the family enough to scold so much.

"What do you have to say for yourself, young lady?!" Mitsuki questioned with her arms crossed and a brow raised as she looked down upon the blonde exchange student sitting on her couch with her head down. She only said one thing.

"I'm sorry. I promise next time I try to get you gifts I'll tell you." Gwen stated. Not something she wanted to hear, because she knew that wasn't what she was doing.

* * *

The remaining two's next stop was at the edge of Musutafu, at the front of the apartment complex where the young American would stay for his duration there.

Peter gave a low breath as the cab slowed to a stop by the front of the place, his hands gently patting his thighs. He was still wearing his suit, and nothing but his suit, aside from the mask which was in his hand. He looked over at Kayami, nodding. "This is my stop." he said before for the lever on his left to open the door.

But he was stopped in his tracks abruptly with a hand on his shoulder. He froze up immediately, and slowly turned his head around to face her.

She wore a small smile as she looked at him. It was something she couldn't shake off. However, upon his gaze she lost her train of thought. What she wanted to say had become clouded by his innocent look. Everything she wanted to say had gone away quicker than she found them.

"Uh...Miss Kayami?.." she heard, and was soon snapped out of her thoughts, finding herself staring at the boy in front of her.

She bit her tongue a moment, before raising a hand and pointing a finger inches from his face. "I expect you to be on your best behavior for the rest of your time here. Understood, Mister Parker?" she questioned in a stern tone. All she got was a nod.

She was in pure teacher mode with how she spoke. But a hint of a less strict, much more loving personality shone through. "Have a good night, Peter..." She spoke softly, leaning in closer to the young man, much to his surprise. He was frozen, his face beginning to heat up as he felt Nemuri's puckered lips press against his cheek.

Peter was wide eyed, his complexion turning red as a ripe tomato as he stared off in front of him. This was the first ime anyone had kissed him, other than his Aunt May, and even though it was the cheek he was still going to count it.

The R-Rated Hero inched away some from him, looking on at his flustered expression as he looked down at his legs. That may have been her second favorite thing about him. She let out a soft purr, her lips giving a seductive smile. "Now go~ Before I change my mind and keep you for myself~" She licked her lips seductively, teasing the young man to the full extent.

The young man's hand scattered around the lever behind him, before grabbing onto it and pulling on it. He pushed his back against the door to open it, and as a result found himself fallint out the car to the sidewalk they were parked beside. He fell on his back, causing a small yelp to escape his teacher as she leaned over a bit.

Peter was quick to get on his feet, smiling nervously back at the woman as he walked backwards. "And good night to you, Ms. Kayami! See you tomorrow!" He grinned as genuinely as possible, his burning cheeks calming down. He then shot a webline out the the edge of the cabs door, before tugging it to the side and shutting it. He turned around as the car drove off. And once he looked back to see the cab out of eye sight, he changed course from the front door to the alleyway beside the building.

The alleyway was rather roomy. Enough to keep a car parked with more than enough room to open both doors. There were two doors that lead to the inside. He knew for a fact that they were locked, but he wasn't planning to used that as a means of entering.

He looked up at the complex, squinting his eyes as he fixated on the open window on the third floor. He squatted some, putting a decent amount of power into his legs before pushing himself up, leaping a few feet into the air. He didn't reach all the way, but landed on the wall, his fingers and toes sticking to the right-angled surface.

He crawled up the wall towards the open window, making sure to be as quiet as possible while he did. Once he reached the open frame he popped his head up to take a look inside. It was his room. No one was there, his bed wasn't at all tampered with, as well as his stuff. Mei was probably asleep.

Softly he launched himself up, his upper body above the frame as he swung his lower body forward inside. Using that momentum he tossed the rest of his body into the bed room, landing hunched over on all fours. Not even with that loud of a thump as he landed.

The young man stood up, letting out a sigh. he then reached for his chest and tapped the small insignia. Immediately his suit decalibrated from his form, becoming a bit more baggy and easier to take off.

He let the red and blue suit fall off his shoulders, revealing a well toned upper body and the scars of his right arm, which reached up his bicep. It was honestly getting better, that casual irritating pain was going away. Either that or he was just growing more tolerant.

Just then the door flew open, causing him to jump up. There was no perceived warning before hand, or after.

Standing in the doorframe was Mei Hatsume, smiling from ear to ear, as usual. But there were bags under her eyes, which had a little red in the whites, a clear sign she's been up for a while.

"Peter! You're back! Perfect!" She grinned with a voice that resembled an unhinged psychopath backing their prey into a corner.

"Mei?! Y-you're up?!" Peter stuttered, trying as fast as he could to cover up his upper body with his now saggy suit. "What time is it, you should be alseep!"

To that he got a laugh. Or more so a sort of cackle from the young inventor. "Oh Peter! You of all people should know innovation doesn't stop to rest!" Quicker than he could even notoce she got closer, with great speed appearing right in front of him with just inches between their faces, and less between the rest of their bodies.

"So how'd the suit fit?! Like a charm, right? it's not ready yet. The healing unit is shot, the gliders are torn, not to mention the dozen firewalls it has!" She listed off everything in the suit that needed repairs, which was almost everything. But at the moment that wasn't what he was teally concerned about.

"Mei?" he spoke softly, causing the pink haired inventor to stop in her verbal tracks, which was at that point just rambling on ideas for the suit. She looked up at the young man. "How long have you been up?"

"I have NO IDEA!" she stated with confidence, cackling like someone in the brink of madness after. At least, until she felt two firm hands each grab her arms. Then her smile went away as she stared.

"Get some sleep!" He shook her back and forth with each word that left his lips. "Innovation can wait for just a few hours, okay?"

There was a second of silence between the two. but after that Mei let our a laugh, shutting her eyes as she looked away. "Nonsense! I got plenty of sleep yesterday!"

It was obvious that she had a problem with her sleep cycle. She barely had one.

Peter let go of Mei, letting out a breath as he looked away, thinking of what to do or say.

Meanwhile Hatsume changed her attention from Peter's face to the rest of his body. She looked down to his chest, lifting her hands up with a grin.

Peter was stuck in his thoughts for a moment as he thought of what to say. But anything he wanted to say went right out the window. His cheeks began to glow some, gulping.

Mei's hands were on him, patting down his sides and going up his upper body, all the while smiling while Peter stared in shock and disbelief.

"Wow! Your body is tighter than I thought it'd be!" She stated with a depraved tone. "You must be really strong, right?!" She looked up at him, ger gaze alone causing his face to burn crimson red.

He jumped back some, shaking and stuttering. The scientist was unphased. At least until Peter's suit slid off of his right shoulder, revealing the faded ends of his lightning themed scars. After just a quick glimpse, before he pulled it back up to his shoulder, her smile faded away.

"Mei, you shouldn't just do something like that! At least ask first, people can get the wrong ide-...Mei?.." As Peter spoke the young woman stepped closer, her gaze more upon his right arm than anything else. She then reached out for it, grabbing his wrist and lifting it up. Silently, she pulled the red and blue cloth off his arm, revealing the lightning bolt scars printed onto his once blank skin.

"When did these happen?..." She spoke softly, almost in stark contrast to her tone just seconds ago. It took the young man by surprise to say the least.

"Those are pretty recent..." He explained. As Hatsume slowly and gently caressed his skin, he continued. "Right before I got here. The worst injury, actually..." Mei was silent, her fingers trailing down her arm to the palm of his hand. "But hey, it could've been even worse!..." He attempted to joke, letting out a soft chuckle as he shut his eyes.

After a few more moments she let go of her grasp on Peter's hand stepping back. Her lips curled into a grin as she looked up at him. "Well...I have things I should get to work on! These babies aren't gonna make themselves!...I'll see you later..." She turned around, moving towards the door confidently but exhausted. Peter just watched, sighing softly.

* * *

Everyone had a morning routine, as variable as they seemed. They woke up early, got ready to go, ate breakfast, and were on their way. However this morning, all the U.A students stopped in their tracks at the morning news.

_"...In other news, foreign Superhero-in-Training was found at the scene of the latest Hosu City Incident, titled: the Hosu-Elemental Incident, referring to himself as 'Spider-Man'. Said to be named after the American Comic book hero Spider-Man,"_

As that news played in the livingroom of the Ashido household, two of the three residents were enthralled. Mina sat on the floor in her bed clothes, a simple red shirt and blue baggy shorts, her eyes wide and her mouth curled into a grin as she saw Peter Parker's mugshot, which was him with a nervous grin. Her mother on the couch beside her, tilting her head.

"That's one of your new classmates, right?" Her mother asked with a raised brow.

"He actually fought whatever that thing was?!" Was all her mother got. She was like a giddy child all over again.

_"Eyewitnesses report that they saw this Spider-Man, quote: 'Swing like a gymnast on ropes' towards the scene just moments before it occurred."_

The Jiro household was far more ecstatic than any other. Although that's mostly because of her father Though the two of them didn't mind. They were used to, and rather enjoyed how loud he could get when he was excited.

"AH HELL YEAH! MY DAUGHTER'S NEW CLASSMATE IS SO HARD CORE RIGHT NOW! YYEEAAAHHHH!"

"No one says 'Hard Core' anymore, Dad." Kyoka stated plainly from the bathroom down the hall, having took her toothbrush out of her mouth to speak, before continuing to brush once more.

_"Not unlike lasy Saturday, where he was sighted, and apprehended at the scene of two Quirkless American Heroes arriving unexpectedly in Downtown Hosu. One has to ask, are these two incidents related, and if so, is this 'Spider-Man' at the very center of it?"_

Izuku stared at the screen along with his mother, a look of silent disappointment in what was broadcasted. They were accusing him of being someone behind the two incidents, even if they didn't outright state it. But after what happened last night, that couldn't be further from the truth.

* * *

"No dilly dallying! Understood?! I want you both back here right after school!" Mitsuki called out. She had a hostile mother lion tone to her voice as she shouted towards Katsuki and Gwen, who were walking along the path away from the Bakugo household.

Her son let out a low growl, looking over his shoulder with venom in his voice as he spoke back. "ALRIGHT! GET OFF MY BACK, HAG!" It was safe to assume this was the healthiest this family was ever going to get.

Mother Bakugo let out a sigh, and closed the door in front of her. And once her son noticed, his demeanor changed. He reached out and grabbed Gwen's arm, something she could have easily stopped if she wanted to, but didn't.

The blonde young woman looked over at the hothead with her usual expression, tilting her head. "Something up?"

"Don't play dumb." He spoke coldly as he stared her right in the eye. "You were in Hosu last night."

"Yeah. I was. I was getting gifts for you and your family." She explained, pulling her arm swiftly away from him. "They got destroyed in the attack."

That wasn't at all what he wanted to hear. Because he knew that wasn't at all the truth. What she said didn't match the look in her eye.

"And you didn't have anything to do with last night?"

The exchange student simply shrugged as she turned her gaze away from him. "No. I was simply caught in the crossfire of it all." She wasn't lying that time. But he knew she wasn't telling the whole truth either. She looked back at him, tilting her head. "We can continue this conversation later, if we have to. Now come on." She then began to walk again, stepping foot on the sidewalk, while Bakugo growled at her backside.

"HEY! DON'T TELL ME WHAT TO DO!" He yelled out. Gwen waswasn't at all phased, in fact only growing a smile as she walked.

* * *

Peter's route to U.A was the same as yesterday. Unless the city Metro systems went out it was how him and Mei got from home to school and vice versa. And nearly every one had their eyes on him. He was like a local celebrity, for mostly the wrong reasons.

It struck a nerve with him. Seeing so many eyes focus on him made him terrified. There were no alarms, his hairs didn't rise, but he was still uneased. Mei was of no help whatsoever. Although, she didn't notice one bit.

When the two did arrive to U.A, they parted ways. Mei had decided to take his suit again, to install some upgrades and maybe even repair it, leaving him with just the mask since she believed she didn't need it.

And with that he headed into the main building on campus, where his class was held up.

Just as he made his way down the hall he felt the almost unnoticeable shiver down his spine, the hairs of his arms standing up. Something that took him off guard for just a second.

"Peter!" He heard, just a few feet away. It sounded like one of the girls he had lunch with. And she was coming at him, ready to tackle him to the ground.

Quickly and swiftly the young man turned, reaching out to his so-called 'attacker' and wrapping his right hand around her right wrist, stepping to his left and pulling her forward, causing her to lose her footing. Suddenly young hero-in-training pulled her towards him, before letting go of her wrist and allowing her to run into his front, smushing her face against his chest. Peter stumbled back a step, but caught his footing right after.

He wrapped his arms around her snuggly, making sure she didn't somehow get hurt. Inadvertently, she did the exact same thing and wrapped her arms around his torso.

He looked down at the girl in his arms. It was the Acid girl Mina Ashido, looking up into his eyes while keeping her face buried in his chest.

"You really shouldn't sneak up on someone like that..." Peter tilted his head with a soft smile. "That was the goal right?"

A soft chuckle left the pink girl as she pulled her face a few inches from his chest, revealing her radiant grin. "I should've known it wouldn't work on you! Still fun to try though."

The two let out soft chuckles, one out of slight embarrassment and the other out of amusement of her effort. After a moment the young hero let go of his pink spunky classmate, both still with a smile on their faces. Mina was about to ask something, but was interrupted by an all too familiar growl.

"MOVE!" Bakugo screamed as he stepped towards the two, causing Peter to look over his shoulder and Mina to lean a bit to to her side. "GET THE HELL OUTTA MY WAY YOU FUCKIN' INCELS!" he snarled, bumping into Peter's shoulder, what seemed like purposely as he made his way past the students, hunched over with his hands in his pockets.

The young heroes watched as he walked towards 1-A in silence. Peter was pleasantly surprised, and intimidated to say the least.

"Don't mind him." Mina stated while turning her attention back to Peter with her radiant smile. "He's just usually like that. Don't know why, though."

"He gets it from his mother." They both heard from a familiar voice. And both jumped at it. Right behind Peter was Gwen, holding onto the straps of her bookbag as she watched her host leave the scene. "It's his family's way of communication. Especially when they're mad."

"Where did you come from?!" Mina questioned with an elevated voice od panic, despite nothing remotely panicky occurring.

The blonde young woman simply raised a brow, tilting her head some to the side. "Did I spook you or something?"

"Yes. Yes you did." Peter replied dryly. But it didn't phase Gwen one bit.

She simply shrugged before stating. "Let's get to class. Before the teachers find anymore reason to chew us up." She eyed Peter as she said that second part, getting across them both exactly what she meant. She then walked off to class, leaving the two alone in the hallway.

Almost immediately the acid girl questioned him, jumping some as she did. "Did you actually fight the guy with that crazy Lava Quirk?! How powerful was he?! What was he even after?!"

The sudden barrage of questions from just one person was...well, unexpected. The young man stuttered, turning red while as she asked question after question she took a step closer, causing him to take a step back.

"H-Hey! C-Calm down...Uh..." He attempted to deescalate the young woman, but it then dawned on him, he didn't know her name. Or, he didn't remember. And she could tell.

"I'm Mina Ashido! And I'm your biggest fan!" She grinned, only to look away after a second, putting a finger on her chin. "Or, I'm Spider-Man's biggest fan." She then turned her attention back to him, giving a sly grin. "I do love Peter Parker though~"

Cue a Chibi white Spider-Man angel escaping Peter's mouth from a sporadic breath, that may or may not have been his last.

"T-Thanks, I'm flattered really but...haven't we just met?..." Peter questioned.

"Oh! Well, yeah! But, I've actually known you since I was little. Or, your comic counterparts." She explained with an embarrassed chuckle, looking away as she rubbed the back of her head. "Me and my Mom read almost every Marvel comic..."

Peter simply tilted his head at that. He had absolutely no idea what 'Marvel' was. That or what his alter-ego, and apparently him, had to do with it.

However before he could bring up the question about it, the end of a webline splattered onto the dress shirt of his uniform. They both looked down at his shirt, before he was pulled forward aggressively past Mina. "I'm coming I'm coming!"

The door to Class 1-A slid open, allowing Peter and Mina to walk in in full view of the nineteen other students, plus the two teachers at the front desk.

One on the floor, waving her fingers towards herself as scarlet red mist strings enveloped her fingers. She was using her smaller psionic fields to sweep up shards of glass, all the while apologizing frantically. Even though the other was speaking against it.

"I'm so sorry Eraserhead!" Wanda spoke in a regretful tone.

"Miss Maximoff-"

"I got it! I'll take care of it, don't worry." She continued as she got onto her feet, the shards of glass floating in her force field.

"Please don't." Shota replied dryly. To no avail. She only stopped once she looked over her shoulder and noticed Peter and Gwen by the doorframe.

"Oh! Good morning you two." She smiled brightly, turning her whole body and ealking to the two. "I'm...I'm sorry..." She chuckled nervously, causing Gwen to raise a brow.

"Did something happen?" Mina poked her head out from between the two spiders, tilting her head. she then boticed the shattered glass floating beside her newest homeroom teacher.

"Yeah..." The three students turned their attention to one of their classmates. It was Uraraka, pressing the tips of her index fingers against one another as she smiled nervously, shutting her eyes. "Some of us tried to get you guys some last minute arrival gifts. But...the glasses I bought for you guys cracked at the incident last night..."

"We thought Ms. Maximoff could fix it but..." Izuku started, before looking down while while beginning to rub the back of his head.

"I broke them!" Wanda blurted out, causing Peter to swing his head back to her the moment she spoke, while Gwen and Mina did the same more casually. "I didn't mean to! It's just like my powers went haywire and ripped them apart and I don't know why..."

Gwen raised a brow at that and tilted her head. "Well that's a red flag..." she muttered as she looked away from the two.

"Okay, take your seats, you three." Aizawa instructed the three students still standing at the door. They all followed, heading to their usual seats, with Mina sitting with her friends while Peter and Gwen sat in the back.

"Today is a special day, everyone." Wanda spoke. "Me and my fellow teachers were able to set up time for...joint training with you and class...1-B, right?"

"Yup."

"With Class 1-B! To prepare you for the Final Exam's practical portion!"

"As most of you know the Final Exams are just a few days away. You've been preparing for the written portion, but not the practical one." Eraserhead stated. "So one of Peter and Gwen's instructors decided it would be good to let you 'Stretch your legs', so to speak."

"Woah! Really?!" Kaminari grinned, while Kiroshima stood up in his seat

"That's so awesome! I can't wait!" He called out, basically speaking everyone's mind.

Except for Bakugo, who growled lowly. "Sit the fuck down BEFORE I BLOW YOUR HEAD OFF SHITTY HAIR!"

The two Americans Peter and Wanda just watched with everyone, with a comedic sweatdrop on the side of their faces. Gwen, at this point, was used to it.

* * *

Mei was at the workshop earlier than usual. Something that shouldn't be possible some people think. They believe that she is always in her workshop. However people who actually knew her, of which the number was very few amongst everyone in the entire world, knew she had other mandatory classes to take. She never truly paid attention, mostly just coming up with ideas for her next project, but at least she was attentive. Most of the time.

But today she got to work in the shop earlier. Under the pretense that this would get her ready for her own Practical Exam coming up. She was using the time to work on the Stark suit as much as she could. To figure out how to fix certain pieces of the system, and or replace those pieces with her own features.

As she looked through the inner mechanics of this advanced suit however, the metal door to the studio slid open, but she didn't even notice. It was only when Pepper spoke that she got the inventor's attention.

"Ms. Hatsume, can we talk? For a moment?" she asked as she took a step into the workshop.

"Not right now! I'm working on my greatest project~" Mei let her unhinged tone slip out as she continued on. The orangette walked to the young woman's side, looking down at the red and blue suit on the table.

"Oh. You're working on my student's suit?" Pepper raised a brow with a bit of a sly smile.

"It's so sophisticated! I've never seen anything like this before!" The youyoung inventor stated, not taking her eyes off it.

"Well, on behalf of my husband, thank you."

Upon hearing that Mei's head shot up, her eyes widening as she twisted her head around at breakneck speed, a psychotic grin upon her lips. "Your husband made this?!" Before letting the married woman even reply, she continued. "Who is he?! He has his own Hero Support company, right?! He has to, right?!"

"Okay, calm down, Mei." Pepper let out a little chuckle seeing the spunky inventor's energy. "Yes, he has his own company overseas. And school...Maybe one day, you can enroll there as an exchange student? Maybe become head of development there if you play your cards right."

Mei's eyes gleamed at that, filling with excitement at the thoughts of the future that filled her mind. As a pro support hero, pillar of a massive company, personal designer of a future pro hero's tech.

"Yes! I'd love that so much!" She nodded sporadically.

That grin combined with that energy may have been too much for the expecting mother, who let out a gentle laugh at her eagerness.

"Maybe one day." Pepper said with a gentle voice. "But, right now I need your help." the grown woman lifted her metallic blue and silver briefcase, laying it right beside the suit on the table before it began to open and expand in front of the girl's eyes.

Inside was the metallic red and blue orb, which was ripped into and hollowed out. Pepper reached out and grabbed it, bringing it closer to the two. "See this?" She asked with a raised brow. "This was housing a fairly important item, something I need to track down. But, I don't think I'm near smart enough for the job. But the teachers around here told me you might be."

Mei looked down at the asymmetrical orb, tilting her head as she reached out slowly to take it. Once in her grasp she pulled it away from the Pro, looking it over. "You want me to check for residual chemical signatures? Thermal prints?"

"Not exactly." Pepper shook her head at that. "I tried those already, but there isn't any chemical, thermal or bioelectrial trace of it. What I need to do is find the pure energy signature of it. Think you can do that?"

Instead of an answer she got a cackle from the inventor, letting out a over exaggerated laugh. "Don't worry, Mrs. Stark! I can have it done by noon!" She smirkes while adjusting the goggles on her head. Only to stop once she caught the gaze of the red and blue suit. "While I do that...can you help me with something?" It wasn't like her to ask for help when it came to anything.

* * *

After first period it came time for hero training. The best class according to a makority of Class 1-A. It was a time for the students to spread their wings, so to speak. Let off some steam. Though it happened rarely.

The class took to Ground Beta, an outdoor course ressembling a small city, complete with skyscrapers, building interiors and even sewer systems designed to give the best in multi-terrain city training.

The class got suited up in their individual costumes, since the final exam would involve them if was better for them to break them in more. That and, well, they all love their costumes. Especially Mineta. but not his.

"Hey Pete! Gwen!" The two Americans heard as they walked along the path to the grounds. They were a bit behind from everyone.

Mina waved her arm in the air, grinning as she stood with a pair of floating gloves and a six foot two young man with white hair and multiple arms stuck together with sheets of flesh.

This was Mezo Shoji, the Octopus Hero. One of the quieter students in class that stuck out like a sore thumb with his mutation, 'Dupli-Arms', which allows the user to use his tentacle arms to stretch, replicate or duplicate limbs.

Peter and Gwen walked to the group, both looking on at the lot of them in their hero costumes, all of them looking unique from one another.

The young American was the first to speak of the two. "You guys look good! Really have...your own personalities." He stated as he looked over the class, only losing his smile when he noticed Momo in her skin exposing red costume, and Kirishima basically revealing his entire upper body. Upon that, he also realized that Toru was wearing gloves and boots he could see. Which probably meant that she was wearing nothing else.

Immediately as that thought filled his mind he looked away, turning red in regret of figuring out that last part. "Oh no..." he muttered under his breath. And Toru, Kiroshima and Momo understood.

"Sorry if you're uncomfortable!" The invisible girl spoke, putting her gloves together, her voice carrying an apologetic tone. "It's just...This is the best way for me to use my Quirk..." she continued while pressing the index fingers of her gloves against each other.

Yayarozou nodded in agreement, chiming in. "My Quirk needs room to allow me to use it properly. This matched the guidelines and what I needed..." She spoke. Though, having to explain it did turn her cheeks red.

"I need a bit more mobility with mine." Kiroshima stretched his shoulder, grinning as he rolled his shoulder back. "So I just got rid of all the protection. Ya know?"

"Speaking of which, what happened to your costume?" Peter heard from behind him. It was one of Shoji's arms that had formed into a mouth. He didn't even norice.

"Oh, that..." Peter started with a soft chuckle. While everyone else, including Gwen, was dressed in their costumes, Peter was not. Instead, he wore the U.A P.E. outfit, with padding on the knees and red and white running shoes. Still he grinned. "Mei wanted to take a closer look, see if she could fix it some more..."

"Huh." Peter couldn't tell, but the way her glove was positioned she had her hand on her chin. "So you're letting her take care of it? Why didn't you just call your designer?"

"Because...He is all the way in America, doing something really important!"

While Peter did his best to explain his predicament to the small group Gwen headed to the rest of the class. She walked towards one of the students, in a pitch black cape, only revealing a black bird head with a yellow beak. Much shorter than her.

This was Fumikage Tokoyami, the outlier of Class 1-A, with both a Mutation and Emitter Quirk, 'Dark Shadow', in which a sentient shadow creature resided inside him, free to come and go as it pleased.

"So..." Gwen started, crossing her arms while thinking of what to say. "You're..."

"Fumikage Tokoyami." he nodded as he looked up at her.

To that Gwen tilted her head, raising a brow. "That's a...name.." she shrugged. Before swiftly slamming her arm down behind her, finging squishy impact with the grape boy who had come up behind her. "One second."

Mineta was lurking about just moments earlier, he couldn't help himself when it came to the girl's costumes. The freshmeat that was Gwen was one of them. And, she was to be the next 'victim' of his. However, that backfired greatly, getting him slammed into the ground with one hit that seemed to give no real effort.

It caused everyone to jump back from the sudden thud, looking over at the source.

The female spider spun around behind her towards Mineta, who was caught in a daze. She crouched down, looking down at him while squinting her eyes. "Try me. I will beat you to a grapefruit pus. Got it?" There was an aggressive tone in her voice, except for the last part, in which her voice went back to normal.

"Y-Yes ma'am..." Mineta whimperes in the ground. Then suddenly he was picked up, lifted off the ground and onto his feet. Gwen simply gave a thumbs up, before getting onto her feet once more. Only to her an unfamiliar laugh.

"Look at this! They haven't been here a whole week and already the exchange students are crossing on their fellow classmates! I suppose it's to be expected! How else can we expect such lousy students to act!"

This was Neito Monoma, of Class 1-B. A blonde with slick hair, in a black double breasted tuxedo, fit with half a dozen watches on his wrists. A huge outlier in the vast array of colorful costumes, but it made sense with his Quirk.

And he was chopped at the back of the neck. And fell to the ground.

"Sorry..." Kendo spoke in a soft apologetic tone, waving to the group as she grabbed Neito's collar from behind. Standing with the rest of the participating students of Class 1-B.

"What is going on?..." Peter basically deflated, hanging his head.

"It's okay..." Midoriya huffed exhaustedly. "You get used to that after a while..."

"This happens often?" Gwen raised a brow.

"With Momoma...Of course..." Momo sighed.

"Alright, listen up!" All the students turned their attentions to the source. Standing at the gate was the two main teachers of class 1-A and 1-B, Shota Aizawa and Vlad King. Between them, Captain Rogers.

"Most of you don't know me! My name is Steve, Rogers." He introduced himself while crossing his arms. "As of this moment I am your Combat Instructor. And as your instructor it's my job to increase any skills in fighting technique you have." He explained as formally as possible. "Any questions before we get started?"

In the mass of the crowd of students, one hand was taised into the air, of whuch Vlad King called on.

it was Sen Kaibara, a stoic calm and collected student of Class 1-B, arguably the best in class when it came to close quarters combat with his Quirk, 'Gyrate', in which he can twist and spin any part of his body like that of a drill.

"Yes, thank you Vlad-Sensei." He bowed his upper bodt to the, before standing straight after. "In what way will this help us with our combat prowess?"

A small smirk cracked upon the captain's lips hearing that. "I'm glad you asked. This is a little activity we call 'Snag the Key'." He stated. Almost everyone raised a brow. Except for Bakugo, who looked rather disinterested.

"The objective is simple!" Another voice called out from behind them all, a feminine voice full of all types of energy. Everyone knew it right away it was Nemuri Kayami. They all looked behind themselves to see her in her literal skintight costume. "Somewhere in Ground Beta is one key, to keep things simple. As a class you must retrieve this key as quick as possible! You are allowed to steal key from the enemy class, however unless you bring it to your class zone it doesn't count." She explained while lifting a finger for effect.

"Oh! So like capture the flag!" Midoriya put a hand on his chin as he looked down. Ochako beside him nodded.

"I see! It'll require full cooperation with our classmates if we wish to succeed at our best!" Iida shouted out, raising his arms ay a ninety degree arch. He got a thumbs up from the R-Rated Hero.

She then looked along the crowd comprised of the two classes, Peter catching her eye. Something unavoidable, as he stuck like a sore thumb.

"I expect you to stay vigilant, Mr. Parker." She pointed towards the young man, sounding stern in her tone. "I don't think I can bear seeing you hurt..."

Everyone turned their attention to the young man, who's face had completely turned red as he stuttered out of control.

* * *

After only a few days stuck in bed in Hosu General hospital, Scott was up and moving. He was still secured to the hospital grounds for at least three more days, but at least he could get out of bed without being watched by someone every day.

And today he used that freedom to see his partner a few rooms down.

Hope laid in her hospital bed, staring up at the ceiling in silence. Beside her bed was a crutch calibrated for her height and weight. In her lap was a tray, on it rice, poached and grilled pork. All her necessary protein. She had only eaten half of it, but was already satisfied. She was also bored out of her mind.

She only brightened up once the door to the room opened. In the doorframe stood the Ant-Man, in a casual patient gown and a smile on his face.

"How's my favorite female insect?" He greeted, closer the door behind him.

"Tired...A bit stiff in the leg..." She rolled her head on her shoulders, letting out a sigh. "But it's better than no feeling at all, right?"

"Yeah, I know that feeling..." Scott chuckled, walking over to the bed she resided in. There was no limp, or really anything wrong with his posterior.

"Well you look like you're moving well." Hope smiled up at him.

The former thief took a seat beside yhe bed, leaning into it. "Yeah. I feel great! Mostly, at least."

"Good..." She nodded, sitting herself up in the bed and letting out a wince of pain. "Because now it's your turn to get beat up..."

* * *

Class 1-A and 1-B had gotten put into position for the match. five rounds, fifteen minutes, one key in plain sight. And teams of four for every round.

The first round was 1-A's Tsuyu Asui, Rikido Sato, Hanta Sero and Kyoka Jiro vs 1-B's Kinoko Komori, Tokage Setsuna, Manga Fukidashi and Shishida Jurota.

Tsuyu was the first to get the key, ising her heighheightened frog-based agility to get to it while Jiro and Sero served as defense, while Rikido was offensive. 1-A had took the key for a majority of the match, but eventually Froppy found herself crushed under the weight of a giant exclamation mark created by Manga, who grabbed the key before handing it to Shishida to take back to his class' zone. Meanwhile Kinoko incapacitated the rest of 1-A, growing mushrooms all around Sero's skin and pushing Kyoka back. 1-B ended up getting the point that round. Just in a disgusting way.

"That's so weird!" Ochako muffled behind her hands as she looked away from Jiro, Rikido and Sero, all covered head-to-toe in tiny mushrooms made to irritate the skin.

"Relax. It'll only last for a few hours." Yui Kodai stated calmly, adjusting the hat on her head.

"I feel like this could've been worse." Peter thought out loud, only to be confirmed by Ojiro that, "Yes. It could've been much worse..."

"Wait," Gwen started, looking over at the Frog-Hero, who for some reason was unaffected by Kinoko's attacks. "How're you mushroom-free?"

Froppy simply tilted her head while putting a finger to her chin. "I'm used to it." She said with a croak.

The second match up was 1-A's Denki Kaminari, Eijirio Kirishima, Tenya Iida and Minoru Mineta vs 1-B's Reiko Yanagi, Ibara Shiozaki, Pony Tsunotori and Juzo Honenuki.

Tenya, carrying Mineta the whole way, was the first to make it into the building the item was held in, skidding to a stop just a few feet in front of the key right in plain sight on the desk of the office building it was set in. Mineta jumped off Iida's back, grinning. "Jackpot!"

"Okay! We grab the key, and take it back to our zone." Tenya explained ti the grape-haired boy as he walked towards the desk. "If anything happens, it is your job to get it there or to the others, understood?" Iida slapped his hand against the surface of the desk and over the key.

"Right!" The migit nodded with a determined voice. Until he heard a feminine voice.

"A simple plan. Not worth the effort." Reiko spoke softly. Mineta twisted his head to the wall near him, and there she stood, staring down at him with her souless look.

Iida turned his attention to where the 1-B student was in the wall, just as Grape Juice screamed out, scurrying away.

The engine hero jumped into action, swinging himself towards her and jumping into the air. I reeled his leg back, shifting his gears into third gear before swing it and himself into a backflip roundhouse kick right towards her. Only for her to jump back through the wall, allowing his leg, along with one of his arms and head to phase through, before suddenly stiffening around them.

Ingenium stopped dead in his tracks, the wall solidifying around his arm, leg, and torso, locking him in place. In frkntfront of him was Reiko, waving weakly as she hunched over.

"Heh...That went off without a hitch." Juzo spoke, causing Iida to turn his head to see the young ash blonde walking to his teammate's side with a wide grin towards his enemy. "Sorry about that..."

"I see! You lured me into a false sense of battle security using your teammate as bait to entrap me in this wall with your Quirk!" Tenya thought out loud, very loud. "Great strategy, I must say!"

"Thanks..." Juzo chuckled, rubbing the back at his head before pointing to Reiko with his freehand. "It was actually her idea, though."

"Oh, stop. You're making me blush." she replied stalely, her face just as pale as ever. "Give us the key."

"Never!" He shouted out, full of determination. "Mineta! Run!" He shouted while opening his hand to reveal the key from the other side of the wall. "Take the key and run!"

Grape Fruit grew hesitant for a moment, just getting up from getting spoked by the ghostly Hero-in-training phasing through the wall. And now his teammate stuck in that very same wall. However after catching his breath he sprung into action, swiping the key from Iida's hand before breaking for the exit. Only to be blocked by Ibara, who's vine hair was holding his other two teammates Denki and Kiroshima, both unconscious. He fell on his rear end, stammering away in nothing but pure fear.

Needless to say 1-B won once more.

The third round was 1-A's Koji Koda, Mina Ashido, Mezo Shoji, and their exchange student Peter Parker. All against 1-B's Tetsutetsu Tetsutetsu, Sen Kaibara, Neito Monoma and Itsuka Kendo.

"Oh. I'm with..." Peter looked around his class, immediately finding Mina inches from him the moment he turned around. He jumped back a foot as he looked at her and her usual grin. "M-Mina do you have to be so close?!"

"So any strategies?" the pink young lady tilted her head as she put her hands behind her back.

"No. Not really." he replied, crossing his arms. "I don't know any of the other team's ...Quirks. Much less a tactic to counter them. To make matters worse I only really know yours. Not that much either. I'm going blind..." He let out a sigh, putting a hand on his chin and looking down. There was an odd similarity between him and Midoriya. And everyone noticed once they heard the soft mumbling coming not from Deku.

He was snapped out of it though, when he heard Mina speak. "That's okay!" He looked up to see her beautiful grin, snapping her fingers. "Spider-Man always does his best work under pressure!"

"Indeed!" They all heard a familiar, confident voice. Peter and everyone else turned their attention to who it was, and there at the massive doorframe he stood. The Number One Hero: All Might. "I expect the same kind of determination as last night, young man."

"All Might!" Midoriya grinned, walking up to his mentor. "Why're you here? I thought you weren't going to be here today.."

"Nonsense!" the Number One Hero laughed triumphantly. "Eraserhead told me you and your class were participating in an activity arranged by Mr. Rogers! I just had to see!"

Gwen gave a thumbs up, speaking monotonously. "Sweet."

"Alright. Let's get this started with." Aizawa called out with his usual voice. "Come on. get out there."

The four selected students began to walk towards the exit to get into their zones, until Peter felt a gentle hand on his shoulder. While the rest of the group walked off Peter turned around to see Nemuri, looking down at him with the same expression he's seen too many times with his Aunt.

"You're still healing." She stated, trying to give a stern pace. "Don't exert yourself. Take it easy on yourself, alright?"

The young hero could barely hold back the smile persistent to line his lips. "Alright, I promise...I gotta go now." He stated and stepped back, before turning around and running after his team.

The two groups were placed on opposite ends of Ground Beta. Team 1-A under the platform of an active metro station. All waiting for the bell.

Peter was squating on the ground, loosening his leg muscles, sticking one out on his side before pulling it back in and doing the same for the opposite leg. His mask was on and the eyes of it narrowed.

Meanwhile, everyone else watched in the control room, awaiting for the siren to sound.

"So you think we're ever getting a point? At least one?" Toru questioned, apparently putting her hands on her hips.

"Well...It's not anyone on that group is particularly fast." Shoto stated blankly.

"You're right." Momo sighed. "Based on how they are now, none of them for sure have a chance in getting to the key first. Even less if anyone from 1-B gets to it first."

"Peter would be the best bet. But with his crash landing, I don't know..." MidorMidoriya thought out loud for all to hear. "He definitely has a massive disadvantage here. He'll be slower than usual, I bet."

"Great. We all agree that this class is complete trash." Bakugo remarked, his arms crossed as he looked up at the screens with everyone else.

Gwen simply shrugged. "Don't count him out just yet." She chimed in, with some of the students from both classes looking at her. "He's been through a lot. Meaning he has experience. Which means he knows what to do."

Peter jumped onto his feet with the eyes of his mask widening to normal size. "Lets do this..." He spoke to himself, looking on and waiting. Getting into a running position with his legs spread. Mina did the same, though her stance was wobbly at best. The young man noticed, and as he did his arms dangled, with his mask giving a raised brow expression. "You need help? Have you done something like this before?"

Mina simply chuckled nervously, shrugging as she stood up. "Yeah...I'm not all that good at...athleticism..."

The masked young man stood straight putting his hands on his hips. "Well, first you want to find a good balance with yourself, where you can launch yourself at an upright position, if that's what you were going for."

Ashido tilted her head for a moment, before looking down at her feet, spreading her legs some on the ground. A bit of a better balance. "Like this?"

Peter gave a thumbs up at that. "Perfect! Now to work on the launch." he stated before the siren sounded for everyone to hear.

"Alright..." He looked towards Koda and Mezo, giving a thumbs up. "Try to keep up! I"ll grab the key!" He spoke as he got ready to move, before Mina grabbed his wrist.

"Wait! You can't go alone!" She stated.

"Can you keep up?" He questioned, only getting a chuckle.

"If you don't plan on carrying me there~" She remarked with a wink. And for a moment under his mask he could feel his cheeks begin to glow a bit.

* * *

Class 1-B was the first to grab the key, and already they were heading to their zone. Monoma had hos hands on the key, walking down the vacant street with nothing but a smirk on his face.

"This is way easier than I thought! And i thought it would be a cakewalk." He snickered as he walked, with everyone else on his front, back and side.

"Don't get a big head." Kendo spoke, getting his attention. "Remember that class 1-A fell into the top eight at the sports festival."

"So?!" Neito replied with a grin. "Those 'Top 8' students aren't even in this match! Just the rejects and an exchange student!"

"We shouldn't underestimate him. Any of them." Kaibara looked back at the copy hero. "We don't know what they're capable of now."

"Whaddya mean?! One's a tentacle monster, one's a rock that talks to animals! The pink chick has acid and that other guy just has sticky hands!"

"Adhesive hairs!" They all heard from behind. The pink skin girl who screamed it out grinned, having jumped out of an alleyway before landing on her feet and sliding to a stop, lifting her right arm with her hand posed like Peter's whenever he shot a web. On her right wrist was one of Spider-Man's carbon wrist gauntlets. In her ear a small earpiece.

"Work baby work!" She called out, flicking her wrist, shooting out a webline towards Tetsutetsu, the end splattering on the front of his costume. He let out a yelp in surprise, shining silver lining his skin. She didn't seem to care at that wxact moment however. "I hit him! I actually hit him!" she shouted, full of excitement.

Until she saw the metal man grab his end of the webline. Then her eyes widened, gulping audibly.

With a grunt Tetsutetsu pulled the webline back, ripping it off his costume while at the same time pulling her off her feet and straight toward him. Mina screamed out, flailing as she flew towards him.

And while he did above them the masked hero swung, letting go of his webline and falling down to earth. Just seconds before he hit the ground he shot another line out his m right wrist, inches from the street. With great velocity he swung right past Monoma, swiftly sweeping the key out of his palm as he let go of the webline straight towards Tetsutetsu.

Tetsutetsu reeled his arm back to swipe at Mina, only to receive two feet straight into his back at highspeeds. He let out a groan, while Peter put power into his legs, launching the 1-B student forwards, just missing his teammate as she flew past him. Not even hitting the ground he grabbed onto the webline still connected to Mina's wrist gauntlet as she flew past him with his left hand, shooting another line with his right.

"Nice job, Mina! Lets go!" Peter called out, swinging his arm forward, with Mina's line still in it. Inadvertently he swung her up into the air up at a building, causing her to scream out of both terror and excitement. Spidey wasn't far behind.

The acid girl landed on the roof of the building, tumbling to an AC unit and onto her back. She let out a huff, adrenaline running through her at the exact moment. Sitting up quickly she put a hand on her chest, breathing heavily while growing a massive grin.

The masked young man landed on the ledge beside her, looking down at her as he crouched down. "You alright? I didn't...hurt-"

"That was awesome! So awesome!" Mina interrupted, getting up onto her feet with nothing but pure excitement in her tone. "I actually hit him! I shot the web and I hit him!"

"I'm so proud of you!" Peter stepped off the ledge to her, crouching down while he gave a thumbs up. He then lifted up the key in his hand, handing it over. "Now take this. I'll catch up when these guys figure out-" He explained to her, only to deel the tingle in the back of his head and his hair rising for her to see. His eyes widened, and without a word he wrapped his arm around Mina, using the power of his legs he launched himself into the air just as an explosion erupted behind him. Mina in his arm holding on tight.

The explosion was comparably average, and the source was Monoma's hand. He had somehow leaped all the way up to the roof, and set off an explosion in fron his palm, not unlike Bakugo. And everyone watching knew it. Completely with a sly smirk.

1-A's raging hothead clenched his fist, snarling as he began shouting at the display. "THAT FUCKIN' COPYCAT PIECE OF SHIT!"

Gwen raised a brow at that, looking over at her host. "Copycat? What do you mean?"

"Neito Monoma's Quirk." Ojiro clarified, causing the exchange student to look over at him. "He can copy the powers feom anyone he comes into physical contact with, and use it himself for up to five minutes. It's weaker than the original, but it can still pack a punch."

"Ha! Like he'll get close to touching Peter!" Denki chimed in with a sly grin. While Mineta watched on in jealousy seeing Mina in his arms as he leaped from rooftop to rooftop.

"He's kinda moving like you, Midoriya..." Kirishima stated, turning his attention to the back of the green suited hero-in-training.

"Yeah, but more refined." Shoto chimed in.

Monoma landed on his feet atop the roof, smoke coming off his hand as he watched the Spider-Man run off, before turning his attention to his teammates on the ground, stopping the watch on his forearm.

"Monoma! What're you thinking?!" Kendo shouted, helping Tetsutetsu up onto his feet. "You shouldn't be using that one! Someone'll get hurt!"

"Really?! I'm not a sweaty amalgamation of insecurities! Besides, I'm not trying to kill them!" The copycat crossed his arms.

"I know you have other Quirks on you! Keep injury to a bare minimum, got it?!" The orangette shouted out.

"Alright..." Monoma looked down at his right wrist, turning on the watch on his wrist set at five minutes. Only then did steam begin to escape the left side of his face. What looked like a villainous smirk appeared on his lips. "I promise I'll do my best then."

"Okay, still sticking to the plan, right?!" Peter questioned the pink young woman in his arms as he leaped from rooftop to rooftop. She nodded.

"Watch out for Monoma!" She spoke into his ear for him to hear, causing him to narrow his eyes.

"Monoma? Which one's Monoma?" He slowed his pace, but still jumped onto a railing, before jumping into the air once more and falling into an alleyway. Landing on his feet he let go of Mina, setting her on her feet.

Mina then explained. "The one who tried to blow you up. He's using Bakugo's Quirk. Probably stockpiled a bunch more too."

"So what, he steals powers or something?" His mask gave a raised brow expression.

Mina simply shook her head. "He copies them by just touching the original owner. But he can only use one at a time, for five minutes."

"Really..." Peter put his chin in his hand and looked down in thought. "That means...Okay." He looked up to Mina, stepping back some while lifting a hand to the side of his mask. "Shoji, I got the key. At the alley of...Homecoming Road."

_"On my way." _Peter and Mina heard from their earpieces. The masked young man then stepped away.

"Stay here! I'll lead them away!" He stated, quickly leaping up to a wall of the alley, before propelling himself off towards the building beside it, landing on the ledge of the roof.

All the while Mina watched and called out. "Wait! Don't let him touch you!" She tried to tell him. But he was already gone. She simply looked down at the key in her palm.

* * *

1-B had set out to the street of Ground Beta in search of their opponents. For Kendo, and Kaibara it was for the key to win the match once time was up, of which there was only ten minutes left. Long enough to swipe the key and bring it home. For Tetsutetsu, it was simply to find the best fighter of the group, which he believed to bbe Shoji since no one else showed any feat of strength. Monoma, he just wanted to humiliate the 1-A students laid in front of him.

The four split up, in search of the enemy combatants, with half taking the streets while Kendo and Monoma took to the rooftops.

In order for his plan to actually work he had to get the copycat's attention. Something much easier than it shoud have been.

Just as he stepped onto a railing and used that leg to launch himself into the air he felt a shiver down his spine. The eyes of his mask widened. Monoma had somehow leaped from one roof towards Peter, sliding in while the left side of his body steamed before lighting up with flames.

Quickly he shot a webline down to the roof in front of him. The moment it splattered onto the platform he reeled his arm back, increasing his speed suddenly and landing on his feet, rolling from his back before getting back onto his feet and swinging himself around in a swift motion.

Across on the rooftop in front of him Neito stood, smirking while the left side of his body stood engulfed in fire.

"Monoma! Looking...hot's too on the nose..." The eyes of Peter's mask narrowed as he stared.

Neito simply let out a laugh, his flames diming and dying out on his skin as he clenched his fists. "How long do we have left? Ten minutes, maybe?" He questioned rhetorically with a sly smirk. "That's a lot of trouble to go through just to fail in the end. Why don't you just hand that key over? And I promise not to humiliate your friends as much."

"Like just giving the other guy the objective isn't humiliating either?" Peter spoke under his breath, getting into an open hand fighting position. "I feel like you live for belittling others. Who am I to keep you from your passion? But you're gonna have to work for it."

Monoma's smirk somehow grew wider, more sinister even. "I see why you're stuck in 1-A! A few run-ins with D-Grade villains made you overconfident! And that's how you're gonna lose."

He was ready for anything the copycat could throw at him. However he noticed something odd. The temperature had to be around seventy degrees, but fog was escaping Monoma's mouth.

Suddenly the eyes of Peter's mask widened, and quickly he leaped backwards up into the air, just milliseconds before spikes of ice shot out from under him.

Everyone in the surveillance room stood shocked. From either surprise he even copied it, or from maternal instinct.

"Wait, he has Todoroki's Quirk too?!" Mineta screamed out in complete shock. While most of the students looked over to the half-red half-white haired young man as he stood unphased.

"Huh..." He spoke monotonously. "So That's why he was so close earlier."

The teachers watched the display. Steve and Aizawa was visually unphased. All Might and Vlad King did show some concern in their expressions. Nemuri was biting the tip of her thumb, full of nothing but worry for the masked young man's safety.

Peter landed on his feet, and leaped back once more the second he did, flying back. "C'mon Copycat! Gonna have to try better than that!" He yelled out as he fell to the ground, leaving Neito to lose his smirk. In its place was a small scowl.

"Copycat?..." Neito growled under his breath, before leaping in after his prey.

Meanwhile a few blocks away Mina ran towards her team's zone. She didn't use her Quirk to traverse, since it'd leave a trail on the ground for her opponents to track. So she sprinted for it.

However she was quick to stop in her tracks the moment she heard an explosion not so far away. Turning her attention to it she gave a look of slight worry. In a moment that felt to her like forever. Hearing explosion after explosion she stepped back, gulping.

It was a warzone, those blocks. As Peter jumped through the smoke of a burning building into an alleyway another explosion busted out, blasting through the wall to his side on his way down.

"There you are!" Monoma called out, jumping through the new hole in the wall and reaching out to grab his opponent with an open hand.

The masked young man shot out a webline from his right arm, behind him towards the ground a immediately pulling at it the moment the end made impact with the ground.

He pulled himself back just as Monoma was an inch from brushing his fingertips against his chest.

Flying backwards he spun himself around, landing on his two feet and left arm. Sliding to a stop he held his right arm close to his chest and clenched his fist as he shouted.

"Rapid Fire Web Grenades!" He shout out, swinging his right arm out. Opening his hand he let a dozen compressed web pellets fly out into the air in front of him while his opponent leaped into air, his left side bursting into flames.

"Argh! C'mon! When are you gonna stop running and fight, Parker?!" Kaminari shouted up at the screen while everyone watched.

Gwen was the first to speak. "When that Quirk runs out of juice."

"Huh?" Denki turned around to look at the female arachnid.

"Think about it, Lightning Dolt!" The lightning user swung himself around towards the explosion themed hero-in-training, who crossed his arms looking at the screens. "I doubt he's an idiot. He's stalling until Copycat's used up Todoroki's Quirk."

"Right!" Izuku mumbled to himself silently. "He can only use a copied power for five minutes."

"But he saw Monoma use ice, along with fire and explosions..." Reiko tilted her head as she spoke lifelessly.

"Right! Maybe he thinks he has three Quirks and not two!" Juzo chimed in, only to be shut down by Yui beside him.

"Incorrect. Remember the Sports Festival? When Shoto Todoroki revealed his Quirk was made of two powers?"

From a few bodies away one of the 1-A students shouted out in disbelief. "Are you saying he saw that?!"

"Likely. It was an international broadcast, so it isn't a stretch. Or, something else."

"Like?" Juzo raised a brow.

"I apologize. I can't say, due to legal purposes." Kodai kept her stoic look, continuing to stare up at the screen.

She, as well as Midoriya and Bakugo knew at least somewhat what he was doing. He was either stalling the most powerful piece on the board so his teammates could get the objective back to base, or he was making the king burn through its power until it reverted back into a pawn.

"You're pitiful if you think balls are gonna stop me!" Neito shouted out with grin on his face, running through with his left aide still ablaze. At least until every one of those balls blew up in his face.

All at once the dozens of pellets blew, expanding and splattering all around the alleyway, with Monoma right in the middle, caught completely in a thick spider web.

He was stuck in place, growling while tryong to pull himself out. The flames out his left side sprouted, burning brightly, causing Peyer to look away from the shining yellow light. Only for that light to go out, as Neito's flame swiftly withered away, followed by a double beep from one of his watches. He was out of time with this Quirk.

Peter let out a breath, staggering to get onto his feet and putting his hands on his hips. "Okay...We done? Huh?..." He huffed. taking a step closer before stopping. The eyes of his mask went wide.

The burning building right beside the two began to buckle leaning towards them, ready to fall right on top of Neito.

Before anyone even realized it, the masked young man leaped into action, lunging himself forwards right towards his opponent, using all the power he had in his legs.

"De-Webbing Agent!" He shouted to seemingly no one. With a thwip of his right wrist a streak of dark green gas spewed out his single webshooter, engulfing Monoma's torso. It didn't do anything to him or Peter, but the webbing was quick to dissolve, giving way for the both of them to fly forwards just while the building behind them crumbled where they were.

Everyone in the surveillance room watched in surprise, minus Bakigo, or Aizawa and Steve. This was what they expected. Nemuri...

"Oh God!...Oh boy..." She breathed heavily, using her hand to fan herself. It easily got the attention of the Captain and Allmight. Especially with the grin that crept onto her lips.

"Uh...Miss Kayami? Is something wrong?" he raised a brow, only to feel Aizawa's cold hand on his shoulder.

"It's better if you don't ask."

Monoma rolled to a stop while his rescuer flew over him, some feet before landing on his face and sliding to a stop.

Silence filled the alleyway, with nothing to be heard but heavy breathing and the cackling of fire behind them.

Peter was the first to get up, jumping onto his feet with the eyes of his mask gone wide, before he pulled it off to reveal his wide eyes. "Okay...Okay..."

Monoma slowly pushed himself onto his forearms and knees, groaning as he squeezed his eyes shut. But they soon shot open. His vision became distorted, saturated and without color all at the same time. A ringing filled his ears, until he heard nothing but it. He was scattered.

Peter turned towards the young man as he sat there still on the ground, almost shaking. The Spider-Quirk user stepped closer to him, looking down at him. "Monoma?..." He started softly. He didn't get an answer. He stepped closer, slowly. His opponent couldn't hear him coming.

But he heard what he said next. "Monoma, are you alright?" He felt a hand on his shoulder as Peter crouched down. "You can walk right? Can you get up? Monoma?!"

There was nothing for him. No hairs rising. No shiver down his spine. It was so sudden. He didn't know what hit him.

When Neito swung his arm in with an open hand, aimed directly at his chest, before his palm sparked, and the nitroglycerin sweat ignited.


	8. Chapter 7-The Cat Burglar

Chicago Illinois, at this time of night was a beautiful place. The Financial District was practically glowing. People of black, white, red, green and every other type walked the streets and platforms beneath the multiple skyscrapers. It was a busy city, arguably the sevenseventh busiest city in the United States.

So very few people noticed the sudden red lightning that sparked along the cackling thunder within the darkening clouds of the night sky, as a vortex began to form from it right above the Shedd Aquarium.

Even fewer people noticed the figure that fell through, at great speeds, which only increased with each second until she hit a hard surface, splashing into the water.

* * *

It was hours before he awoke. Just like when he first got to this reality. Somhow lightning struck in the same place twice. And thus it brought him right back where he was. In a medical bed in the nurse's office, tucked in just like before.

Gaining consciousness the young man slowly opened his eyes. His eyelids fluttered, heavy to stay open.

As he gained a hold of the rest of his senses he felt something around his right hand. It was another hand, holding onto it.

"Good. You're up." He heard a familiar voice. Peter rolled his head on the pillow to his side. With his blurry vision clearing he saw the orange haired CEO sitting right beside his bed, wearing a small smile. "And I thought we lost you for a while. Which, in my position is a lot to come to terms with a second time."

"Mrs. Potts?..." The young man mumbled, pushing himself up on the bed, only to wince from the pain in his torso. Though it felt like nothing compared to the last thing he felt.

"You know...I thought the one good thing to come out of this would be that I wouldn't get a heart attack twice a week." Pepper let go of his hand, putting them together while looking down. "Instead, I'm apparently gonna get a heartattck every half hour."

The young man groaned, forcing himself to sit up while putting a hand on his stomach. "Mrs. Potts, I didn't mean to make you worry, I-"

"Oh it's not just you. It's Gwen, your host, being a supposed mentor, finding the stones, which we have no leads on!" Pepper was rambling on at that point, but after let out an exasperated groan, placing her head in her palm. "I can't contact Tony...I failed as a partner and I...I refuse to fail as a parent."

To that, Peter raised a brow. "And yes, as of this moment I do consider myself your surrogate parent." His question was answered before he even asked. "You and Gwen. Because you're both in way over your head."

The young man gave a huff and laid down on the bed. "Yeah...I know..."

The door to the nurse's office then slid open, causing both of them to turn their attention to who was at the doorframe.

There stood Midnight, still in her hero costume with a look of relief and concern for the young man.

"Peter!" She spoke in a desperate tone, running towards the bed past Pepper to her student. "You're awake! How are you? Did Recovery Girl heal you already?" She fired question after question at the young man, grabbing onto his jaw to open up his mouth and check his teeth and gums.

The young man grabbed her wrist with a gentle grasp, pushing her hand away. "Miss Kayami, I'm fine..."

"Fine?!" Nemuri put her hands on her hips, putting on a scolding tone as she spoke. "You took the explosive force of a frag grenade to the chest! You're lucky enough to still stand up, if you can!"

"Wait, a what?!" Peter's eyes widened at that. But he didn't get any further elaboration on it, as his teacher gripped his jaw again, looking into his eyes one by one for any sign of trauma. Nothing.

She pulled back some, raising her hand while she spoke. "How many fingers am I holding up?"

"Three?..." Peter tilted his head as he spoke nervously. Indeed he was right, and the R-Rated Hero sighed in relief of it.

"If you're wondering, he only needs a few days rest. He should be ready for the practical this week.." Pepper stated while putting her hands on her laps, nodding her head. "If he doesn't try to exert himself, he should heal up all the way on his own in a few days."

"Good." Nemuri let out another sigh, lowering her head. She lifted her hand up some, placing it onto her student's head and running her fingers through his hair. All he did was blush, looking down. "You're okay?"

The young man nodded, looking up at the R-Rated Hero. "I'm fine. I promise, I've had worse..." He smiled softly. But that smiled soon went away as he looked down. He noticed the hairs on his arms had risen. And so did Pepper.

"Peter?..." Nemuri turned her attention to his teacher, and tracking her eyes found herself looking down upon his arms.

"What...What's that-" she started, but was caught off guard by the CEO reaching down to grab her metallic blue briefcase, pieces of it shifting and wrapping around her arm. Pepper got on her feet with the metallic briefcase disassembling itself onto her arm, and chest already, awaiting the danger that was coming for them.

The door to the room slid open, almost about to get launched into the wall. And before anyone knew anything a short but mature female body leaped inside, past Pepper and Nemuri right towards Peter, tackling him and sending the both flying onto the floor.

Everyone was taken by complete surprise, as the young inventor of 1-H towered upon her exchange student with a massive grin.

"There you are!" Mei spoke in her depraved desperate voice. "I've been looking around everywhere for you! But your classmates wouldn't tell me anything!" Her face drew closer to his, causing the young man's cheeks to begin to glow a light red hue. Until he noticed something. Her yellow scope-eyes looked watery.

"Are you okay?!" He could hear a crack in her voice as she asked.

"Mei, I'm fine..." Peter said softly. It was the best way to put her at ease. He smiled as he looked up at her, for a moment that, for them seemed to last forever. But it only lasted five seconds.

"Mei Hatsume! Get off him this instant!" Nemuri spoke sternly, walking around the bed towards the two.

Mei jumped some hearing her teacher, sitting up and on Peter's lap as she looked back at the two teachers. "Oh, he doesn't mind! You heard he's fine!"

Pepper stepped to Kayami's side, crossing her arm. "Mei? You're sitting on his crotch."

Upon that the inventor lost her smile, looking up in an oblivious manner as she processed the statement.

"Oh! So that's why I feel a bulge. You're pretty big, actually."

Cue a white Spider-Man angel escaping Peter's mouth through his dying breath a second time today, while Nemuri's cheeks brightened at the thought.

"Wait, wait wait..." The young man sat up, getting all three of the women's attention. "What...What happened after I took a grenade to the face?"

* * *

Evidently Peter's match ended in a draw. Not on account of him being gravely injured, but no one getting the key to their zones. Though, Mina was like Midnight, who was in full Protective Mother mode.

The fourth match was 1-A's Ochako Uraraka, Izuku Midoriya, Toru Hagakure and Shoto Todoroki vs Hiryu Rin, Kosei Tsuburaba and Togaru Kamakiri.

This match was the shortest of all the others. Since team 1-A's Shoto and Midoriya were the first to get to the key, and Deku swiped it before leaping like a bunny back towards his zone. While the whole of 1-B's team hurried after him, Todoroki encased them, as well as a small chunk of the entire city with ice. One point 1-A, Two points 1-B.

The fourth match consisted of Katsuki Bakugo, Gwen Stacy, Fumikage Tokoyami, Momo Yaoyorozou. Against Kojiro Bondo, Nirengenki Shoda, Shihai Kuroiro and Yosetsu Awase. Aside from the third match, the most explosive of the matchups.

Gwen was the first to nab the key from its resting place, while Tokoyami took defense. They got quite a ways away towards their side before they were ambushed by Shihai, who used the shadows of the buildings not for cover, but for a way of traversal. To the point that the female Arachnid swooped into the seqers under the city to get away, Yayarozou following suite while Bakugo and Tokoyami took care of the rest of the opposition. A surprisingly easy ordeal, except for one.

"Okay...Are we going the right direction?" Gwen questioned as the two walked along the concrete ledge right above a running sewage line.

Momo was looking down at a GPS device, something she was able to manifest with her Quirk: Creation.

"Yes. At least, we should be..." she sighed, looking up from the device. "The signal's getting fuzzy..."

"Wait, time out." Gwen looked over her shoulder to the skintight suit wearing young woman. "If you can make things with the lipids of your body, why not just make the gifts for me and Peter?"

"Are you asking that now?!" Creati raised a brow at her teammate, who only shrugged.

"It's a legitimate question when you realize you paid for something you could just make yourself."

"We really should be paying attention to getting this key to our zone. Quickly."

"Why? Because that shadow guy's right below me?" Gwen's mask raised a brow, and caused the rich young woman to tilt her head in confusion.

Just as a pitch black hand jumped out from the shadow of Gwen's leg, she jumped into the air, squinting her eyes. "Aha! Nice try, Pitch Bla-" Before she could finish her boast, another black arm jumped out from the shadows, grabbing onto her hood firmly before pulling her into the ceiling, impacting her skull into the ceiling with an audible crack.

Momo watched, stepping forward with her eyes wide in slight panic. "Gwen!"

"I'm fine!..." The masked young woman choked, feeling her windpipe getting crushed from her own suit collar as she attempted to pull the fabric of the hood away from her throat. "Just run!..." She continued, one of her hands letting go to toss the key towards Yayarozou.

Momo caught the item, and immediately sprinted for it, forgetting the GPS and deciding to just run for it.

While her teammate ran, Gwen swung her lower body forward, with enough power and inertia for her feet to land on the ceiling above. Just before Shihai's hand let go and his arm pulled back into the shadow, the hooded hero grabbed onto her wrist, immediately pulling the rest of his arm out.

"Alright, quit being a pansy and get out here!" Gwen growled, putting all her strength into her arms and legs. More than enough to send Kuroiro flying straight down to Earth, landing on his back on the concrete ledge.

Gwen landed right in front of him, crouching down as she breathed heavily, putting her hand on her neck as the eyes of her mask squinted.

"Alright...On equal footing..." She huffed each moment she spoke, putting her hands up into loose fists. "Mono-a-mon-" Suddenly they all felt a soft rumble, and both of them looked up in confusion. Both of them figured out quick what, or better who it was.

"Oh no..."

"Goddammit..." Gwen groaned, as behind her an explosion occurred, filling half of the sewer lines with the compressed power of a detonated rocket. The cause of it sent flying right towards the two.

"DIE YA FUCKIN' REJECT!" Bakugo screamed out, while his exchange student looked over her shoulder to him, her eyes widening in sudden, complete realization of what was just about to happen.

* * *

And anyone else could easily infer what indeed did happen. As even hours after the match Gwen had ash smush all across her face, with her hair mostly concentrated to one side of her head, in a complete mess. She looked more annoyed than anything else. And Peter wasn't helping.

"Christ! What happened to yo-"

"Not a single word." She warned bluntly, looking towards the young man from the corner of her eye. "Sit down."

The young man simply sighed.

Peter was brought by Nemuri to class 1-A, where the rest of his class were. Most of them were studying for the written portion of their Finals on Friday, like Izuku, Momo, and of course Gwen. But, a small handful seemed troubled with such a task. Such as Kaminari, Mina or, surprisingly Peter. Since he had absolutely no notes or references for the formal subject at hand. So, to help each other the lightning rod and acid girl went to their arachnid friend, who could elaborate on pieces of information they didn't understand.

It was something that did bother him. This test, as far as he caught on, was on the subject of Hero Society and laws placed around it, as well as the basic morals of said ideology. But what was moral to this society? Is being a Professional Hero really for the good of people who can't defend themselves, or something else?

It was something his classmate Gwen picked up on far quicker than anyone else. She hadn't said a word on it however.

It wasn't at all long before school let out, and most of everyone was quick to get up and out of class into the halls and to the courtyard.

Though, Neito Monoma didn't seem to be in much of hurry. Even as the rest of his class left he didn't really move. He was stuck in thought of what Peter said. That he was a 'Copycat'? Him just insinuating such a thing made the blonde's skin crawl. As he stared down at his table, clenching his fist it was all he could think about.

He was only snapped out of it when he heard a familiar voice.

"What's wrong with you?" Yui aaked, keeping her stoic expression as she looked down on her egotistical classmate.

Monoma looked up towards the stoic young woman, quick to put on one of his famous smirks. "Absolutely nothing! Why ask, Kodai?" he questioned that last part with a hint of venom. "Is me being here a detriment to you? You can always head home from school early. I doubt the student council will mind you leaving early once."

Yui simply crossed her arms. "You're hung up on what Peter Parker told you." She bluntly stated.

"Oh?" Monoma raised a brow, his tone growing condescending as he replied. "And what if I am? Are you going to tell me as part of the student council to just ignore it? Because it's my power and no one else's?!"

"No, I won't." she simply replied. "What you did today would have fatally wounded any other student."

Monoma simply scoffed, looking away. "He survived, right? I see no problem with that."

"It's exactly because he 'survived' that's the problem. He shouldn't have been in such a position."

"Oh brother..." The blonde rolled his eyes, but after a moment turned his eyes to Yui. "Any particular reason why you're suddenly defensive of him?"

Kodai's eyes simply narrowed. "It's terrible representation towards them and their teachers. So never do it again. Or I'll crush you with a desk. Understood?"

"Yeah yeah, understood 'Boss'. Anything else?..." The copycat huffed.

Yui simply bowed some, her stoic voice unchanged. "Have a nice evening, Neito." She bid him a farewell, before leaving for the door into the slighty deserted halls, and then to the courtyard.

And as she made her way through the doors of the main building and down the stairs, she noticed something from the corner of her eye. And turning her full attention to it she saw, just to her right down the steps was the pink skinned acid girl of 1-A, seeningly having a conversation with two of her other classmates, Izuku Midoriya and Ochako Uraraka, along with their exchange student Peter.

"I mean, in a general way, you two are pretty alike..." Ochako stated hesitantly, while Mina nodded beside her. The two boys simply looked at each other.

"Really, she has a point." the acid girl chimed in. "I mean, you both do move pretty much the same. Even if Pete's just a bit more agile."

"You both mumble when you think out loud too..." Ochako continued, thinking back to how both of them fill the rooms they were in with inaudible thought. "So cute!..."

Immediately the two simar young heroes began to blush. However Peter's cheeks had turned redder than Midoriya's. Nonetheless the two girls were gushing over it.

"Peter Parker." They all heard, causing the brunette and green haired young man to look over their shoulders up while Mina and Peter turned their heads towards the student council member Yui Kodai.

Peter raised a brow, tilting his head while he smiled. "Y-Yeah?..Wait, have I seen you before?.."

"Correct." Yui nodded, before bowing her upper body at an obtuse angle. "Last night, you rescued these two students and their friend." she gestured to Midoriya and Uraraka, who both immediately jumped some, one of them shaking her head as a way to tell her to stop. "For that I thank you, for keeping my fellow classmates safe."

The young exchange student let out a soft chuckle, looking away in slight embarrassment. "T-Thanks...I really need that right now..." he sighed. When he looked up the acid girl pounced in front of him, her voice booming with excitement.

"You saved my classmates?!" She grinned, getting on her tippy-toes and leaning her face inches from his, causing him to lean backwards some. She then looked back to Deku and Uravity. "Why didn't you guys tell me?!"

The two seemed at a loss at the question, both looking away from her and the others.

"We didn't wanna get him in anymore trouble with the police..." Ochako mumbled, pressing her index fingers against each other.

"If they figured out he did anything else without a license or Hero Approval, he could get in serious trouble with our school and his." Yui explained plainly.

"Yeah..." Peter sighed softly while lowering his head. "It sucks but, apparently I can't do anything I used to back home..." He soon looked up towards the group, smiling softly. "Anyone...wanna change the subject?..."

The green haired boy was the first to ask. "Did you get your suit fixed?..."

"Oh! Yeah, the suit!" Mina jumped with her usual grin. "You're gonna wear it on the Exam day, right?!"

"I-I plan to...It might be fixed by then..." The young exchange student stated with a slight stutter, looking away from her. When he did look to his side his eyes were set on Yui, keeping her stoic composure.

"Along with my gratitude for your help last night, allow me to apologize on behalf of my classmate Neito Monoma, for what he did to you earlier." Yui straightened herself up. "What he did was out of line and intolerable. It will not happen aga-"

"It's fine, don't worry about it." She heard, as the young man shrugged, keeping his smile. "I've had worse...Usually not everyday though..." He chuckled, and only a second later winced a bit, putting a hand on his torso. "Okay, hurts to laugh..."

Mina got even closer, her grin wiped away and replaced with a look of worry. "Peter, are you alright?!"

"M-Maybe you need to sit down? Take a rest?" Midoriya suggested.

"Guys I'm fine..." Peter simply waved off innocently.

While the three students of Class 1-A surrounded their exchange student, who was comforting them that he was okay, the Student Council member watched. And for a second, a small smile flashed upon her lips. But it quickly went away.

"Allow me to make it up to you." Yui suggested. While the young American looked over, she continued. "Perhaps a...lunch together? This weekend after the Finals."

Immediately Peter's eyes widened, blood rushing to his cheeks and turning them light red, while Mina beside just stared. Midoriya and Uraraka seemed unphased.

"W-Wait hold on, you don't have to do that, I told you it's fine, I-" He stuttered like a madman. He only stopped when his pink classmate chimed in.

"He can't! He'll be with us shopping for materials for the Training Camp!" She stated with her grin.

"Oh. Really?" Yui tilted her head, to which Mina nodded.

"Uh huh! After the Exam 1-A's goin' looking for supplies for the trip! Sorry! He'll be completely busy this wee-"

"You wouldn't mind if me and some of my classmates joined then, would you Peter?" Yui suddenly questioned.

Cue the Arachnid themed hero completely red in the face with a dumbfounded and nervous grin, while the apink skinned girl in front of him almost comedically tripped over her herself and fell onto the steps.

"Mina, are you okay?!" Izuku screamed out full of concern.

"Urghh..." Mina groaned softly as she laid on the stairs with nothing but swirls in her black and yellow eyes. All while the Student Council member watched.

"So?" Yui tilted her head, completely unphased. "May we?"

"Y-Yeah, sure!...It's a date!" Peter stammered to reply. But upon hearing whst he said he did his best to backtrack. But it fell upon death ears.

"Alright. I will meet you there then." she nodded, and with very little hesitation made her way all the way down the stairs before walking off.

The young American let out a huff of exasperation, hunching over some. "Okay..." He mumbled to himself. He then turned to the acid girl on the floor, reaching down to her and picking her up onto her feet. "You alright?"

Mina simply groaned, not in pain but more slight irritation. Something that was rarely the case for her. As she watched the Student Council member leave she spoke. "I'm fine...Really..." she then turned her attention to the young man, growing a soft smile. "But thanks for saving me. Again. My personal Hero~"

"No problem..." He smiled back, his blush still present, but disappearing slowly. Then he felt the hairs of his arms stand up. Something was coming for him from behind fast.

"Peter!" He heard a familiar voice, as a short female figure jumped into the air.

Swiftly Peter spun himself around towards the source of danger before him, spreading his arms apart to catch the body that had been thrown his way.

The young inventor flew into her exchange student's arms, wrapping hers around his torso. Holding her close the young man spun himself around as a say to deal with the sudden unexpected weight thrusted upon him. Finding his footing he looked down at the pink haired young woman in his arms, grinning as her scope-eyes stared right into his. All the while the there other students stared in surprise.

"I knew you'd be here!" She spoke in her usual tone, her grip on the young man tightening. "Why didn't you tell me your suit had so many other features?!"

"W-what're you talking about?..." Peter questioned, holding a smile but grow a hint of worry from the back of his mind.

"Wait, what's going on?!" Mina screamed out in confusion, filled with shock.

Mei tilted her head as she stared at Peter, who looked towards the 1-A group with nervous smile.

"Y-Yeah...this is Mei...Mei Hatsume. Y'know, the one who worked on my suit?..." Peter explained. Then something clicked, and he looked back down at her. "And, uh...Where is it-" He attempted to ask, but his host had just seen the students from the corner of her eyes, and turned a fraction of her attention to them.

"Oh! Right, people are still around! Hey, I know you two!" She stated with hwe usual, slightly oblivious tone, lifting her hand from Peter's torso to point a finger a Midoriya and Uraraka. "At the Sports Festival! I think..." she trailed off at that last part, looking away from the three as her finger limped some.

"Yeah, we were all on the same team in the Calvalry Battle..." Ochako spoke softly, looking away while she rubbed her hands together.

"I'm Izuku Midoriya..And this is Ochako Uraraka?" Deku raised a brow, waiting for her confirmation. What he got was nothing of the sort.

"Doesn't ring ANY bells!" Mei stated confidently, pulling herself away from Peter to put her hands behind her back as she grinned almost deviously towards the three, who all had a comedic sweatdrop at the side of their heads

"Mei." Peter began, and immediately, unlike everyone else, he got her full attention, with her swinging her head to his direction at breakneck speeds.

"Yes Peter?!" She tilted her head as she asked.

"Where's the suit?"

"The suit! Right!" Mei spoke, as she slapped her hand against her forehead, not losing her grin for a moment. "I almost forgot about it!" she let out a laugh, with was actually more of a laugh than a cackle. It was rather cute, cuter than he thought it'd be.

Peter did his best to hold back the smile forming on his face, and barely succeeded before asking. "Well?...Where is it?..." He then realized something. She was wearing gloves. But not workshop gloves. they were red, with black lining that went up her wrist. "Wait, are you..."

"Well..." She looked away from him, running one of her hands through her pink dreadlocks. There was a distinct red hue in her cheeks. She was at a loss of words. Something that never really happened before.

Silence engulfed the two brains of the group, both of them turned red in the face af the sudden realization of what just happened. Ochako was the first ask. "What's wrong with you two?..."

"M-Mei, why're you wearing my suit?!" He blurted out suddenly, catching all three of their classmates off guard. Mina the most, as her eyes were the widest and her jaw looked the lowest.

"I was wondering how many other features it had! I needed to know!" the inventor replied, stepping closer a bit as she looked up at him. "You have an onboard AI and didn't tell me anything about it, Peter!"

"W-Wait you know about that?"

"Of course! And the Enhanced Combat Mode! Why didn't you say anything?!"

They were arguing like a married couple. A rare sighting of the pink haired 'Psycho' and 'Sticky-Hands' together. And something that would likely become very common amongst the two.

The three 1-A students watched, all pretty surprised. Ochako, though, did catch onto what was happening between the two, growing a bit of a grin at the sight. The same with Midoriya, who decided to stay silent on the matter. Mina on the completely other end of the spectrum looked destroyed, because she knew what was going on.

"Are you two a thing now? That was quick!" Ochako blurted out with a heartfelt giggle, getting both of their attention. She didn't at all get any verbal response, but the red hue in both their cheeks was answer enough.

"Oh my me! So cute!..."

"Oh..." Mina slumped over in defeat, sighing softly.

* * *

As the halls of the main building began to calm and the number of students flowing through slimmed down, it became easier for the orange haited businesswoman to walk down the hall in peace.

Pepper stared down at her feet as she walked. The usually clear lenses of her glasses a purplish hue, as her vision filled with abundant amounts of information. All relative to several red lightning filled holes in the sky. The same holes that brought her and her teammates here.

"Come on...Come on..." She mumbled to herself with her arms crossed as she walked. She only lifted her head once she heard a familiar, partially heroic voice. As well as triumphant music from a distance.

"Mrs. Stark!" All Might called out from across the halls. Before she even turned all the way around a gust of wind blew past her, causing her to yelp some as her hair blew in the sudden wind, her glasses nearly falling off her face.

Right behind her the mountain of a blonde man stood, his hands on his sides as he spun around with his heroic smile. "We've been looking for you!"

Pepper turned around, readjusting the glasses on her face as she looked up at the blonde giant. Calming down she spoke. "Yeah? Do you need something?"

Another familiar voice filled her ear, causing her to turn around to see the Super Soldier Captain America slow himself to a stop, as he was running through the halls beforehand.

"Alright...You win." Steve stated with a soft smile, lifting his arm and extending it towards his blonde equal, who took it with a firm grip.

"Oh, it wasn't fair! We need a much wider space to see who's better!" All Might shrugged. "But thank you, Mister Rogers! I haven't had competition like that in a while! I say I may have gotten younger!" He began to laugh out.

Before poofing from his muscle form to the emaciated skeleton man known as Toshinori, who was spewing blood from between his teeth at high pressure.

"Oh my God!" Pepper stepped closer, as well as Steve.

"Hey, Toshi. Are you alright?" Steve put a gentle hand around his fellow teacher's arm as he looked down at him.

Toshinori let out a cough, spilling blood from his lips and quickly covering it up with his hand. "Yes, I'm...I'm fine...Just tired..."

The two heroes looked at each other, before looking back down to the emaciated Small Might in front of them.

"Lets get you some place to sit down.." The soldier nodded, taking his equal to the empty classroom beside them.

Once they all got comfortable, Pepper taking a seat at one of the front desks while Steve leaned against the teacher's table, which Toshinori sat behind with his hands together and his elbows on the table, Pepper began asking questions.

"So...You were looking for me?"

"Yes..." All Might nodded. "Today, both your students were hurt during joint training...I am sad to say it was at the hands of our own students. Allow me to apologize on behalf of them..."

"Toshi, you don't have to..." the Captain looked over his shoulder towards the skeleton, uncrossing his arms while shaking his head. "It was my idea. I take full responsibility for what happe-"

"I won't blame either of you." Pepper spoke, seemingly indifferent, until she slowly took off her shaded sunglasses. "They were accidents...And even if it could have been avoided, there's no need. They've both been through worse. Much worse..." she looked down to her feet, growing silent for a moment.

"Which is why I'm counting on you both to keep them out of trouble." She looked up back at the two. "Especially for the next few days."

To that Steve narrowed his eyes, gently pushing himself off the desk he was leaning against. "Are you...going somewhere?"

"America. On very, very urgent business.." Pepper sighed softly, intertwining her fingers. "One of our company staff were in an accident and I need to check on them."

"Which one?..." Steve put his hands on his hips.

For a moment all he got was silence before the orangette spoke, shaking her head as she looked away. "I...I honestly don't know. But I'm going to check it out. Which means I need you two and Wanda to keep an eye on Peter and Gwen."

"Do you have any idea when you might come back?" Steve asked, while Pepper got up out of her seat, shaking her head.

"Not really...Hopefully I can get back before finals."

"Okay...When are you leaving?"

"The plan is tonight. Hopefully by tomorrow evening I'll be heading back."

Steve gave a simple nod, as the room became engulfed in silence. Slowly Steve stepped towards her, and wrapped his arms around her, shutting his eyes.

"Get back safe. Okay?" Steve spoke, before backing away some.

"I promise." Pepper nodded. Her vouxe was full of determination. "I promise we'll make it back."

* * *

The train ride home was a quiet one for the Spider-Quirk user and his high IQ host. Both of them seemed too stuck in their own thoughts to talk. However that didn't stop them from being so close in their seats their shoulders didn't brush up against each, despite there being plenty of space in the train car for them to spread out. Or Mei almost intentionally leaning against her exchange student. Or Peter's nervous tapping on the plastic seat.

The walk from the metro station had little words from the young inventor, who the whole time was stuck in her own thoughts. She only snapped out of it once she heard Peter's voice.

"Hatsume? Mei? Talk to me, are you alright?"

The young man was right in front of her, leaning in close, however not as close as usual. When she glanced around she also realized she was back in her apartment with him. When she could've sworn they were still on the train, with her head on his shoulder.

"Mei?...It's Peter. It's me, Pe-" He didn't get a chance to finish, the tingling sensation at the back of his head just a second too slowly as Mei tackled him, causing him to lose his footing and send both of them falling onto the hardwood floor with a thud. The breath was pushed from his lungs.

M-Mei, W-what're you doing?!..." Peter stuttered, looking down at his pink haired host. Then he went silent, seeing her bury her head in his chest. "Mei?..."

For a moment he didn't get an answer. Silence filled the apartment as they both laid on the floor, unmoving while Hatsume rested her head against his chest, hearing his soft heartbeat, music to her ears for reasons she didn't know and didn't care to know.

"Sorry..." Hatsume's voice finally filled the silence around them, lifting her head up to lock eyes with him. "I have no idea what came over me!..." She grinned as she spoke. Her cheeks were uncharacteristically red. "Hopefully I didn't make you pull anything..."

Confused was exactly the right word to define how the young man felt, as he laid the back of his head against the hard wood floor, letting out a soft sigh."I'm fine, Mei. Promise..." he raised a hand, and with it patted her on her head. She didn't say another word, laying her head back down into his chest to once again hear his peaceful heartbeat.

The two stayed like that for what felt to them like hours, but was in reality only a few seconds. And it only ended when something suddenly popped into her head.

"Oh! One more thing!" Hatsume looked up at him, pushing herself up and taking a seat in his lap. Again. "Super important! I hope you don't mind." she shrugged off her backpack, looking to her side while her bag dropped to the floor. "It's just that...You probably aren't at the top of your game, so I asked your teacher for a few things..."

Peter sat up to look her in her scope-eyes, raising a brow. "Oh, Mei...You didn't hav-"

"Of course I do!" She interrupted, unzipping her back and reaching inside. "You keep getting hurt! You can't be a hero if you break your bones in every fight!"

He couldn't really talk back on that. So far it has been true. He wasn't on point, still healing. He wasn't ready to fight without some help.

"Alright...Alright..." Peter spoke softly. "Can we...get off the floor before you tell me?..."

To that Mei tilted her head, oblivious to where she was sitting once again. "Do we have to waste time doing that? I like my seat!"

Immediately her exchange student's cheeks grew red once more, as he stuttered for words to speak. Hatsume simply stared, a warm smile upon her lips.

* * *

The Ashido household was often hyperactive and uplifting, from both the colorful aesthetics of the wall, ceiling, and furniture of every roomc to the two out of three people who lived there, fueling such behavior. That being Mina and her mother, Shime Asido.

However the young pillar of joyfulness and positivity didn't seem like eithwe after she got home. Even hours later. And she hadn't opened up to it with either of her parents until dinner, where they ate a household favorite her father brought home from work. Shawarma.

All three of them sat at their table, the Shawarma bags in the middle with three plates surrounding it.

The pink skinned daughter held her left cheek in her left hand, using her right to stab at her wrapped food with her fork, looking down upon it with a monotone look. Something was wrong, and both of them knew it.

Though it was awkward, Shime did manage to get out the question.

"Mina, dear? You've been...awfully quiet...Is there something on your mind?"

Mina looked up from her food towards her mother, wearing a soft smile. Obviously fake. "No, no not at all...Just...thinking about Exams is all..." she shook her head. Something was definitely wrong.

"You know you can tell us, dear." Her father spoke, and Mina subtly tracked her eeyes to the humanoid white furred, white haired moth woman in a simple dress shirt.

"I know...I just...I don't feel so good after today..." Ashido sighed, looking back down at her plate. Until her mother prodded a bit further.

"Was it because Spider-Man was with you?"

Mina lifted her head, a soft green hue glowing in her cheeks as her eyes widened. She quickly looked away, raising her hand to scratch one of her antennae. "Y-Yeah...We were joint training with 1-B...He was part of my team..."

Already her mother was through the roof, her eyes gleaming with excitement while she nearly jumped out her seat. "Are you serious?! Why didn't you tell me?! Did you see him fight?! See him webswing?!"

"Did you ask him out?" Her father asked bluntly. The green in Mina's cheeks immediately grew more apparent, as she jumped some in her seat, stuttering some.

"D-Dad!"

"What? It's a legitimate answer, sweetheart." The moth woman, Ga Ashido, shrugged as she lifted her wrapped food and took a bite.

"Oh that'd be so adorable!" Shime wrapped her arms around her husband, who seemed very unphased "Just imagine! I bet they'd be so cute if they were together!"

"Mom!" Mina grew more and more embarrassed, as the thought of her and Peter together filled her mond, and her heart, for some reason, began to increase its pace.

But, after today?

"I...don't think so...He's too busy..." She spoke softly, solemnly, staring down at her food. The sight of him and his host filled her mind. "Far too busy...But I'm gonna get him all to myself...Somehow..."

* * *

For the last two hours Peter and Mei were together in the workshop of her apartment, crafting the items made specifically for him to use to his advantage during the Finals. And they were nearly finished, but Peter decided after two straight hours of slaving over a few dozen inventions that it was time time for a break. His host however thought they hadn't spent enough time on it, and should work it to its absolute perfection.

Upon those two arguments they bicketed with each other like they were a married couple, while also branching off to do what they needed to. Peter went off to the kitchen to put his chef skills to work with what was left in the fridge, which was little. Meanwhile Mei went to work on the couch, working the inside circuitry of the Support Items.

They had both gotten into more comfortable attire. Peter wearing a blue T-shirt with a yellow bold 'ALL M' on the front, and grey sweatpants. Mei wore nothing but his Stark suit, and her steampunk style goggles over her eyes.

And even while they worked two completely different things, they still bickered.

"If we increase the kinetic power output by fourty percents, your punches would be twice as strong as they are now! Hypothetically speaking. Oh, maybe even triple the strength!"

"That...would break my arms..." Peter looked up from the frying pan and looked over his shoulder, seeing his host hump some from behind through the wide window.

She hunched over, laughing lowly as that thought entered her mind. "Oh...We don't want that..."

The young man switched the stove off, before stepping to the side past the sink to the dishwasher. Pulling it open he crouched down, taking out two plates as he explained.

"We should keep the output at about...ten percent. Twenty at most." he stated, standing up and setting the two plates on the counter. He then lifted the smoking frying pan and using the spatula to scrape some of the pasta out onto both plates. "The rest of the power should be regulated to the secondary function."

"Right!..." Mei nodded. But she soon huffed some, hunching over some on the couch. "Really boring though..."

"I'd rather it be boring and still have my arms then...not have my arms." Peter walked through the doorframe of the kitchen to the livingroom, making his wasy around the couch and sitting down next to his host. He set the plates down on the low table in front of them, right next to the rest of the support items they were working on.

He laid back into the couch, letting out a soft sigh before turning his head towards the young pink haired woman. "Still not taking a break?"

"Why would I?! We're almost done! The faster we get finished the base equipment, the quicker we can make improvements! The better they'll be!" Under normal conversation, which were rare, she wouldn't even look up or stop working. But she did both, lifting her goggles from over her eyes with a genuine smile.

He couldn't deny it. That smile, it was beautiful.

For a second he froze up, she as well as her. Both with looks of true contempt, for reasons neither really knew. But soon the young American turned his gaze away, down to the gadgets and, more importantly, the food.

"Well, you're gonna need some fuel before you do all that.." Peter stated, only to get a sort of pout. "Hey, it's true."

"But then the Support Items won't get done as fast!..." Mei whined, causing her

exchange student to chuckle softly.

"Right. Fine. Open your mouth." He instructed, not much to his host's confusion. She did hesitate, but not for long as she opened her mouth as told, turning her attention back to the gadget in her lap.

Peter picked up the plate of pasta, taking a forkful and slowly leading it to his host. Once the forkful was between her lips they closed, before Peter slowly pulled out to allow her to chew.

The taste was incredible. The young inventor perked up, her scope-eyes glistening some as she turned her attention towards the Spider-Quirk user.

"What was that?! It's incredible! What was in that?!" She took her attention off her invention, all of it was on Peter, who simply let out a soft chuckle, his cheeks growing a soft red hue as she leaned closer.

"I-it's nothing, just something I learned in Culinary!...I just put my own...spin on it..." The young man shrugged, smiling nervously. But that smile soon went away once he looked away over the TV in front of them.

Hatsume tilted her head as she saw Peter turned his head away towards the screen. She did the same, and immediately stopped chewing, gulping it all down as she stared at the screen.

On the screen was the Hosu news feed, which reported the 'Elemental Hosu Incident' that only took place yesterday. As well as an incident that took place on the west coast of Italy, which nearly flooded the city of Bari a week ago, and a humanoid tornado showing up in Budapest a week prior to that.

Everyone wondered just how either of these incidents were related. But everyone in U.A who saw it figured it out immediately, when they saw a glimpse of the Rescue Armor facing off against the Wind Elemental, and the Scarlet Witch struggling to hold back the tsunami that was the Water Elemental. Two teachers of the exchange students of U.A in completely different places at different times seemingly far too close to each other, with the same things happening.

It raised a brow for some, such as Momo, who had finished a lonely dinner, and set her plate down on the coffee table as she watched.

Midoriya was lifting a twenty pound weight in his right, scarred hand, which he had been using for the last thirty minutes straight. His phone buzzed on his nighstand, getting his attention. He set the weight down and reached for his phone, flipping it over to read the Daily News Alert, reading 'Intertwining Elemental Incidents'. Once he read the article, his mind went racing on how these events were connected. The frequency of them all being so close was either a huge coincidence, or orchestrated.

Katsuki was starting to question too. Watching from his on his bed, lifting his dumbbell as he narrowed his eyes, as a photo of Peter's mugshot appeared on the screen.

Above him, looking down through the skylight window was Gwen, crouching down with a hoodie up. She groaned, looking away to the neighborhood in front of her. "Goddammit..."

* * *

"Well would ya look at that?" a raspy voice spoke as he watched from the bar counter of the rundown room. "Now that's pretty odd. A bunch of monsters coming out of nowhere causing nothing but destruction..."

"Ha! Maybe it's Mysterio, back at it again!" He spun himself around to look towards the man in a black and white costume, who was looking up with his arms crossed and a finger raised, his voice was high and full of grown man excitement, before the base of his voice dropped. "Eh! That's way too obvious."

That was Twice. Simply Twice. The unhinged newbie of this group of villains, with his Quirk labelled 'Double', in which he can duplicate himself or other people. It matched his name and personality, which was branching off two different ways.

"What are you talking about?" The man sitting at the bar questioned. This was Eric O'Grady, the Black Ant. Who shouldn't be there to begin with. Not just in this bar, or this city, but on this Earth. He was a criminal, with dirty brown hair, a complete mess with a freshly trimmed beard.

"Ah, nothing!" Twice wsved off the question, before completely contradicting himself. "The end is neigh!"

"Both of you shut up." A voice filled their ears, causing them to look over at the black mist behind the bar. He rubbed away at the dirty glass in his hand with his cloth.

"Me? I'm not the one off my meds, am I?" Eric tilted his head, immediately getting confirmation from the masked villain behind.

"Correct!-Hey!"

"Aren't you two supposed to be somewhere?" Kurogiri questioned, setting the glass down.

O'Grady simply squinted his eyes, looking away from Kurogiri into the air as he spoke softly. "Are we? Am I? After being nearly burnt alive by a twenty foot monster?" He held a sarcastic tone as he spoke, turning his attention back to the black mist. "I found a way into the mainframe. You can find someone else to get that...whatever it is from that kid!..."

Kurogiri narrowed his eyes as he stared at the Quirkless criminal, who shrugged. "Fine..." he sighed, turning his attention to the blank screen. "Well sir?"

* * *

A majority of this situation Peter found himself in was beyond stressful. However, surprisingly, having the 'Psycho' of class 1-H as a host was not one of them. It seemed like one of the best parts of this trip if he were to be completely honest. Aside from...most of his new school, or simply just being so far from New York all the way in Japan.

After their short dinner and tinkering both youths went their separate ways. Or, they would've if he cared less about his host's mental integrity, which he saw first hand could go down the drain without some sleep. So before she got into her workshop he stuck her with a webline, pulled her over with a tug of the string and took her to bed despite the protests.

Within five minutes in his arms she was out like a light in bed. snoring a small bit and holding onto him tight, her matured chest pressing against his arm through his own suit.

Safe to say, the snoring wasn't what was keeping him up. Really the only thing keeping him up was his staring at her. She looked so peaceful like this, clinging onto his arm or not. It was far too cute to ignore. He just couldn't look away.

Until he felt the hairs on his arms stand. He looked over to his free forearm for confirmation, before looking up at the closed door. Out in the hall were footsteps, soft against the hardwood, not easily detected.

Peter reached his arm out for the shoes on the floor beside the bed, a with a flick of his wrist shot out a webline from his webshooters towards them.

Having just swung in and landing almost silently on all fours, the burglar walked through the hall of the apartment, keeping her guard as high as possible, as she looked around the place.

This burglar was tailored in a formfitting primarily black outfit, with the insides of her upper arms and her collar being a light grey. She wore a leather, zipped up women's athletic jumpsuit, with a trapezoid cutout right above her D-cup cleavage, along with thin black plating all along the outfit..

She wore white, thinly armored arm gaurds, as well as armored gloves, with what looked like retracted claws just above her fingertips. From her knees down were shin guards, white just like her arm guards and steel toed boots. Around her waist, a belt with small tins of utility, tight around her waist, along with a black bag over both her shoulders. Her white, curly flowing hair was put into a Ponytail, her bangs covering some of her blue lensed black frame face mask.

"Okay...Where are you?..." The woman whispered to herself, reaching for the door to her right, grabbing the knob to Mei's room and opening it slowly. She gave her facemask a tap with a finger, before her vision filled with a HUD, scanning the room. Nothing. "Okay, not this one..."

She closed the door quietly, before reaching for the door on her left. Once she opened it she saw the inventor, Mei, laying alone in bed. Nothing.

The cat burglar groaned, closing the door slowly before turning her attention to the metal door in front of her. She stepped forward towards the door, reaching to the lever of the door, twisting it down and pulling it open. "C'mon..."

She took a quick glance around the workshop. A match, right on the table. Was she was looking for was right there, on the clutter long table. Once she made her way inside she looked through the clutter, getting a closer scan on the dozens of gadgets on the table. Until she found what she was looking for. A flash drive, red and yellow with blue trimming on the side. An algorithm for a specific tracker on it.

"There you are..." She spoke softly, smiling softly to herself as she tilted her head. Thought you'd be bigger..."

After setting the drive away onto her person, she made her way out. Peaking her head out the room she looked both ways of the interior, first to the livingroom to her right, and to the open window to her left. It was all clear.

Until she stepped out into the hall. The end of a webline splattered onto her side, and before she realized it her body was jerked towards and through the open window.

The woman was quick to catch her bearings, shooting out a teather hook from her wrist. The spear end of the teather hit the concrete side of rhe bridge across the apartment building, reeling herself up from her descent. Once to the wall she shot out the claws of her fingers, lodging them into the concrete.

Across from her Peter was, perched against the wall right next to the open window, wearing his mask as well as a blue jacket hoodie and sweatpants, along with his red and white running shoes.

"A little late to be breaking and entering, right?" He joked with a raised brow expression on his mask. "Or is this a rule between criminals to steal from people while you think they aren't looking?" he continued while watching the woman elegantly flip onto the ledge of the bridge, crouching down.

There was no smile on her face. It was a look of surprise, frustration, and soft anger. "Are you kidding me?"

"Whatever you stole, give it back! I don't wanna hurt-" was as far as the masked young man got before the Black Cat backflipped onto the sidewalk of the bridge, spinning herself around and running away from him. The eyes of his mask widened as he stuttered. "H-Hey! Get back here, we need that!" He shouted before shooting out a webline onto the side of the bridge, pulling himself off the wall after her.

* * *

Pepper's arrival to the airport was quicker than she imagined it would. However thanks to a majority of people having gone home from their jobs to start over again, the traffic was fairly fluid.

Her bout through customs was easy as well. Since she wasn't taking a public plane to America, but a private 'company' jet. Driving through to one of the hangers she drove to a vacant space, where she was sure her car wouldn't interfere with take off.

Putting her ice blue sports car into park, she pulled the keys from the ignition before lifting the butterfly door to the driver's seat open. She then took a step out, reaching into the back of the interior and grabbed onto the handle of ger metallic blue suitcase. Pulling it out she shut the door softly, making her way around the front of the car to the white and blue private jet. However before she got on it an icon filled the right corner of the right lense of her glasses. It was a message, fresh and direct from Karen, Peter's AI.

With a tap on the right side of the frame she answered, the lenses gaining a purplish hue. "What do you have for me?"

_"Peter is in pursuit of a cat burglar." _Karen spoke. Immediately Pepper's demeanor changed. For an obvious reason that single sentence took longer than it needed to process, as she closed her eyes, inhaling and exhaling dramatically.

"Did you get a good look at his face?" she questioned the AI, crossing her.

_"Yes ma'am..." _A picture then filled her vision, a passport photo of a woman woth ice white hair going down to her back, and piercing sky blue eyes.

Pepper narrowed her eyes as she processed the information given to her. She had seen that face before on Stark Industry and leaked SHIELD files. A rogue agent that escaped custody right after SHIELD fell.

But suddenly another message occured. an urgent red as the image of the woman minimized and moved to the bottom left corner of her vision. In its place was a satellite map of Musutafu, with a small, expanding circle near the other side of the city.

_"Pepp, we got incoming!" _Another voice filled her ear. It was her armor AI, A.D.A.M. _"The same radiation as the last three, but I'm not detecting any dramatic atmospheric, hydrophobic or temperature changes."_

She's seen this before in her time here. But it wa different than the others. Which meant this wasn't Fire, or Wind or Water.

And it meant even more people could get hurt. Including Peter.

* * *

The buzz of Wanda's cellphone filled the open air, as it rumbled on the round table she sat at with Steve. Earlier in the day after school Nemuri and Toshinori offered to give the two a bit of a tour around Musutafu. Already they had gotten a fourth of the city covered, which is quite a good starting point that ended in a small cafe just a few blocks from an apartment complex.

Nemuri had stepped away to buy a few drinks for them all. Nothing with alcohol in it, since Toshinori had absolutely no liver for it and Steve couldn't get drunk to begin with.

So Wanda, Toshinori and Steve socialized. Then someone had called the Witch. She turned her attention to her device's screen to see who it was. It was Pepper Potts.

She took the phone in hand and pucked it up, swiping the phone to the right to answer. She then brought up and put it on speaker for the other two to hear, smiling softly "Mrs. Stark, how's your fli-"

_"I just got a radiated signal, it's another one of those things." _they all heard. Immediately Wanda's smile went away, much like Steve and Toshi's.

Steve leaned closer to the phone as he spoke. "Where? Where is it?"

_"The apartment complex on seventh and seventh!" _Everyone gave each other a look, which only lasted one second as Steve stood up from his seat, grabbing his brown jacket from on the back of his chair.

"On it. Lets go." He held a stern voice, ready to go to war. As he slipped his arms through the jacket Toshi got onto his feet, hunched over but ready to fight, even in his weakened state. Steve turned to the Emaciated blonde, shaking his head. "Not you."

Nemuri watched from the counter of the cafe with a raised brow. She had no ifea what was going on between her three fellow teachers, only that Maximoff and Rogers looked ready to leave. In a bit of a hurry too.

As Wanda hung up her phone Toshi spoke. "I can handle it, Captain. I still have some fight left..." He then felt a gentle hand on his shoulder, and turned to the Scarlet Witch.

"Don't worry. We've dealt with these things before. We can handle it."

"Handle what?" Nemuri asked as she came up to the group, putting her hands on her hips. "What's wrong?"

Steve turned to Nemuri. "Another villain. We have to clear the area on Seventh and Seventh." he spoke, before turning towards the door, with Wanda following. and Nemuri not long after. Meanwhile Toshinori stood there, watching them go. He then let out a sigh.

* * *

Peter came to a running landing onto another building roof, in a full sprint after the white haired woman. "When're you gonna stop running?!"

"When I lose you!" She shouted, jumping up onto a railing before leaping into ththe air up several more feet at an angle and enough leg power to fly across the street below to the lower building below.

She landed with a roll from her feet to her back and back onto the soles of her shoes.

The masked young man wasn't at all far behind. Using the power in his legs to leap into the after her, before extending an arm out and with the flick of his wrist shooting out a webline at the Black Cat. the end of the webline splatter onto the back of her suit as she ran, causing her to stumble a bit and stop dead in her tracks before looking over her shoulder back at him with a growl.

Before Peter landed the cat burglar turned around to him, grabbing onto the webline attached to her and pulling him forward. Caught off guard he was flung over her, down onto the roof and into an AC unit with a massive thud from his back impacting the metal and bending it inwards. He then fell onto his shoulder with an audible groan, the eyes of his mask narrowing. As he slowly got on his hands and knees the Black Cat stood across from him, a look of frustration upon her face.

"You don't want any part of this, kid!" she spoke, looking down once she got a few feet closer, just a few feet between them. Her angered expression soon washed away, as she watched the young man slowly pushed himself onto his feet, looking up at her. Her look changed. Into that of pity. "Just look away before someone gets hurt..."

All she got was a soft chuckle, as Peter put up his fists, wincing some from the still healing injury of his stomach. "I can do this all day..."

"Yeah...I know..."

The masked young man was ready to go in for the takedown, throwing up both arms towards the Black Cat and about to shoot out a webline from either wrist. Then the hairs of his arms stood up.

A shiver ran along his spine. Something was coming, something big. He turned his head to where this source of danger was. By an apartment complex with four four story brick buildings surrounding a small park.

He didn't notice when the Black Cat charged at him, skipping off her feet and throwing herself in her back just as she was about to run into him. She slid between his legs, grabbing onto his left ankle and pulling it with him while he was off guard.

Peter let out a yelp as the woman elegantly maneuvered. Once he fell down face first, she spun her body onto her claws, like a feline predator, before pouncing on the spider's back, pinning him down.

The young man let out a groan of pain having his head pressed into the concrete, the eyes of his mask narrowing.

"I already broke a promise by stealing this drive." The Black Cat whispered into the young man's ear while he struggled under her. "Don't make me have to break another by hurting you!"

Hearing that the eyes of Peter's mask widened some in confusion as he tried to look back at her to get a good look at her face. But the woman pulled away, jumping back onto her feet and beginning to run off. Peter was quick to try and go after her, but just as he tried to get onto his feet the lingering pain from his torso stung, causing him to groan in pain while immediately falling onto his knees.

He couldn't chase after her. As she ran for the ledge of the building, the young man threw up one of his arms towards her, and with a flick of his wrist shot out a small, ant size bead, moving like a bullet towards the woman's back and landing on one of the metal panel. She didn't notice a thing as she leaped off the roof, shot out a tether from her wrist and swung off.

Escaping his sight, Peter let our another groan in pain as he rolled himself onto his back, putting a hand over his stomach where the pain stemmed from. He was tired. But his job wasn't yet hairs on his arms stood up straight. Something big was still coming.

* * *

from the second floor of one of the apartment buildings, in a decent simple apartment a middle-aged man sat in his couch, adjusting his glasses as he looked down at the opened newspaper in hand in complete contempt. Until he felt a subtle rumbling.

The water beside him on the stand beside his recliner rippled, as the apartment shook, getting more aggressive every second.

The middle-aged man got up from his recliner, heading catching from the corner of his eye something from outside his window. He walked towards it, adjusting his glassed to get a better look. What he saw caused his eyes to go wide.

Down on the ground, in the middle of the complex grounds the dirt began to move, piling ontop of each other before everyone's eyes. The cement paths along the grounds began to crack and pull apart, all going towards the center as it all began to shape itself and form.

It was an abomination. A massive body at least thirty feet tall, with a muscular looking physique as opposed to its predecessor's skinny build. Its entire body was laced with pieces and shards of concrete, its four fingers massive on each of its bold arms

Pieces of its body fell off subtly like it was shedding, as it let out a roar of a predator down towards the citizens, who let out screams of terror as they turned away and ran as fast as they could.

The three U.A teachers were the first to the scene, cutting through the crowd.

Steve looked ahead as the Earth Elemental swung its arm into the ground. With it, the monster took the cracked broken concrete into itself.

"Gameplan!" The captain spoke, turning around to the other two. "Wanda, I need you to contain that thing. Midnight, make as much of that gas as you can!" he instructed the two, walking backwards towards the battle zone. "If we get this thing under we can minimize-"

He immediately stopped himself once he saw something from above. He looked up into the air, and as he did so did the others. Nemuri and Wanda turned over to the direction the captain looked, up into the sky. There their student was, swinging through the air.

Peter swung towards the danger, throwing his body towards the side of a building with his last swing and landing on the wall, his hand and feet sticking him to it. He looked towards the Earth Elemental between the complex, squinting his eyes. "C'mon, Spider-Man...No sitting on the sidelines..." he mumbled to himself. He then used his leg strength to push himself off the wall with a backflip, flying down to Earth. He then shot out another webline, attaching it to the side of another building, using his falling momentum to swing towards the apartment complex.

The abomination of rock swung its arm into one of the complex buildings surrounding it, breaking through the wall with a powerful thud. The bricks of the building crumbling, becoming a part of the monstrosity. It then swung its other massive hand into another building, going straight through the side of it to consume the material inside. As it did it began to grow, slowly growing bigger, at least ten extra feet.

Spider-Man moved fast, swinging onto the scene while letting go of his webline. As the Earth Elemental pulled his hand out of one of the buildings, taking the foundation from the upper levels and leaving it unstable, Peter let go of the webline, flying through the hole left from it. Going through, he swung his arm out, small web pellets flying from his open hand just seconds before they blew up, covering the walls, ceiling and floor to keep everything together.

He shot out another webline, using his momentum and swinging towards the ground before flying back into the air, before letting go of the line and throwing his body towards the walls of the upper levels, sticking his hands and feet to the side of the building. Immediately he felt a shiver down his spine. He turned his head to the direction of the danger, seeing a massive ground made fist headed straight for him. He was quick, shooting a webline up above him and latching it onto the ledge above. he pulled on it with all his strength, throwing himself up into the air just seconds before the massive fist ran its way through the wall.

Making his way up the building with a single pull he barely planted his feet into the wall before putting power into his leglegs, propelling himself away into the air, just above the growing fourty foot monster.

He curled up into a ball as he fell down to Earth, backflipping before shooting out another webline at the monster's shoulder. Just inches from hitting the ground he used his new momentum to swing under the Elemental, right under it's arm as it reeled its fist back for another swing. Thinking quickly Peter balled his free hand, pulling on the webline and changing directions straight towards the monster's head.

Everyone watched as the masked young man threw himself point blank at the Elemental's face, before swinging his arm out once more, throwing a dozen of the Web Grenade pellets from his once closed fist. All blowing up right in its face, covering its face in layers of webbing.

The Earth made monster roares out, leaning back and taking a step backwards, its hands slamming into its face to rip the webbing off.

Peter fell back down, back first towards the ground as he threw up one of his arm, shooting out a web. "I hope this works..." he mumbled, the eyes of his mask narrowing before he swung off again.

He swung out from between the damaged building of the complex, immediately spinning his body around and shooting another webline from both his wrists, the ends splattering on solid chunks of cement on the monster chest. Using all his upper body strength he pulled himself straight towards the monstrosity, picking up speed and tucking his legs into his torso, until he ran straight into its chest, and kicked straight through it.

The monster stumbled back as the hero-in-train fell to Earth, rolling onto his back and back to his hands and feet, while the Earth Elemental fell with a powerful thud behind him.

Peter's breath was fast pace, his heart was racing. Adrenaline was pumping three times over. Slowly he pushed himself onto his feet, but immediately fell back onto his knees while hearing footsteps running towards him.

"Peter!" He heard from Nemuri, as the teacher ran ahead of the other two, sliding onto her knees to him, wrapping her arms around him, much to his protest. Or lack thereof. She held him close in her embrace.

"Pete, are you alright?" Steve stepped, with Wanda behind him.

"Yeah..." Peter replied weakly, giving a thumbs up. "Could be...worse..."

"What was that thing?" Wanda was the next to ask.

"I don't know, it just showed u-" He didn't get to finish, as Nemuri pulled away from their hug, a stern look on her face.

"What were you thinking?! Do you know how badly you could've gotten hurt?!" She scolded, getting up and onto her feet as she looked down at him. "You aren't fully healed! You should be at home!"

The young man looked up at his teacher, and slowly pushed himself back up onto his feet. Immediately Nemuri's face turned from stern expression to the a that of a worried mother as he stumbled some, but caught his balance.

He was about to speak. But before he got anything out he toppled over, falling forward into Nemuri's arms as she wrapped them around him, getting on her knees to better comfort him.

The other two watched, in awe what just happened. What he just did to an Elemental.

Wanda stepped closer to the two, crouching beside Nemuri. "Let me see..." she spoke, lifting her hand as her fingers moved and twisted a bit, a red mist enveloping her fingertips and surrounding his head, connecting her with him. He groaned lowly, turning away.

After a momeny she stopped, lowering her hand. She looked to Nemuri with a soft smile. "He's tired. Nothing's wrong."

"Alright. Lets get him home then. It's been a long night and he has school tomorrow." Steve stated. Then they all felt another rumbling, another aftershock.

The Earth Elemental slowly gor onto its feet, hunches over as the manshaped hole in its chest began to fill with debris. It growled lowly, turning itself around towards the teachers and student of U.A.

"Run! Get him out of here!" Steve commanded.

Nemuri got onto her feet, helping Peter to stand while ahe ran them both away from the scene, leaving Wanda and Steve to hold the fourty foot monster off.

The Scarlet Witch stepped forward as the Earth Elemental lifted its arm up, black mist enveloping her fingers once more as she held her hand close together. With a growl, and all the power she had she spread arms apart. While she did, the chest of the monster began to bloat, like a bubble was forming inside it ready to pop, which it did.

But it did nothing. All it did was open a hole in the center of the Elemental, which closed slowly as it was filled with consumed debris. It roared out, ready to slam them both into the ground. Until it had no hand.

A blue beam shot out, a repulsor rays blasting its hand off. It roared out in pain, stepping back as another beam shot through its shoulder. Then its chest and torso. Then a metallic humanoid figure flew right through it.

It was Rescue, throwing her hands and feet up to slow her increased speed and change direction. She then swung herself around to the monster's back, spreading her arms apart as her glowing chestpiece shined brightly. She shot out a massive beam from her arc reactor, shooting straight through its head.

The monster, having lost half its head, grew limp, falling onto its knees before completely falling apart into nothing but a hill of dirt and debris.

Everyone stared up at the Rescue armor, as it hovered in the air, before descending down to the ground, looking around the place for something. For what no one knew. And for the moment she didn't care.

Nemuri and Peter had gotten a fair distance away from the battle, swat vehiclea passing them as they went the opposite way. The young man was conscious at first, was struggling. But not anymore. The woman made sure he breathed in some of her Pheromone to put him to sleep.

Once she was sure they were far enough away from the conflict, the teacher made her way to a bench, setting her unconscious student down with her. She wrapped her arms around him, holding him in her arms.

But the moment wouldn't last. Less than a minute later the Rescue armor came crashing down, landing on her metal feet in front of the two. In reflex Kayami turned her back to her as a way to protect her student. But after realizing who it was she calmed down.

"Is he alright?! Is he hurt?!" Pepper's voice spoke throught the armor, as she stepped forward towards the two. Immediately she began to scan the two. Both of them were fine, aside from Peter still healing his earlier wounds.

"We're okay!" Nemuri stated, looking back at Peter in her arms. "I just put him to sleep..."

"Oh thank god..." Pepper let out a breath of relied, lowering her head. "Okay...Can this night get any worse..."

Meanwhile, unbeknownst to them a figure hovered. Enveloped by the night darkness, aside from the glowing orange eye lenses. A soft chuckle slipping through its booce as it spoke. "Stark's here too?...I might get something out of this afterall..."

* * *

_Hello again, beautiful reader. I hope you enjoyed this chapter. I enjoyed writing it. Or, I enjoyed writing most of it. Especially since I know people like it._

_Just a heads up, this is technically a filler chapter. As will maybe half of the next chapter._

_Now onto some questions people have on the story, like why this is categorized in Marvel as in the comics and not the Movies. First, because I was looking for Marvel, not Avengers or Spider-Man. Which leads into the second point, this is not just restricted to the movies. It is for anything Marvel. That being said, I put my own twist on these things, such as Gwen having Deadpool healing and other characters coming in that may be minorly or drastically different from the original._

_And some people may not understand what's going on. Like the Avengers getting into U.A as teachers. I'd prefer to leave it up to interpretation, but if that doesn't work, I could probably make a flashback to whst happened. Or I could just tell you now..._

_..._

_Anyway, hope you enjoy. I set up a few plotlines for later, so prepare for that. If I finish this._


	9. Chapter 8-That Fuzzy Feeling

Detroit, the city of American invention, former hell hole for the entire country, and now a multilayered metropolis, due to the hundreds of C to B tier heroes and police officers. Crime in the city had become near nonexistent and a mere nine percent.

A decent enough number for there to be enough blindspots around the place for something to occur unseen and unnoticed.

This was not at all the case.

The morning traffic was busy, busselling through the streets at average like clockwork. The Downtown Metro was on time pick up business employees and bring them to work. Joggers jogged, vendors sold to citizens and heroes alike. Everything was their normal. It was a normal start to the day.

Then everything changed. An intersection was on a red light, few cars going through with the go ahead. Just as the red light for the rest turned green, the resting vehicles began to move, ready to turn. But they suddenly stopped themselves as the wind picked up. No one knew why, it was so sudden. Just as the wind picked up a hole suddenly grew from the ground, pitch black with green light within the mist. No one knew why it suddenly appeared.

And no one knew why a human body flew through it, like he was thrown through, flailibg around as he flew high in the air.

He was quick to catch himself, somehow stopping in his arial tracks, leviating in the air as his dark green cape flowed in the wind.

The man looked down at the street below him, his breath heavy as his smoke filled fishbowl of a helmet digitized away from front to back of his head, revealing her brown slick back hair, freshly groomed beard and bright green eyes. A small crack slipped upon his lips.

* * *

It was two O'clock when he awoke from his sleep. He had no idea what exactly happened. Last thing he remembered he was chasing a woman through the city, and then fought a massive rock monster. Then he was carried away by one of his teachers everything went black for him.

Now he was in a bed. A familiar bed, his. His eyes fluttered open up at the familiar ceiling, before slowly pushing upper body to sit up. He looked towards the close window to his right. It was still dark out, the next day hadn't even begun.

His mask had been taken off, along with his blue jacket hoodie, leaving him in a simple t-shirt and sweatpants.

He looked down in the bed, under the sheets where his host slept peacefully. He was careful to slip out the bed silently so as to not wake her. He knew she more than needed sleep.

Once he got out of bed he let out a soft sigh, heading for the door of the room and opening it into the halls slowly.

Immediately as he turned his head to the left towards the living room, his face turned pale.

Standing in the living room was the Rescue armor, her arms crossed as she stared straight at him with her glowing blue LED eyes. Even with the unchanging face plate it was clear she was unpleased her student's latest actions.

Peter was quick to try and explain himself, closing the door behind him so Mei wouldn't hear the comotion as well.

"You're up. I thought you'd be out for a few more hours. Especially after what you did tonight." Pepper spoke through the suit in a sarcastic voice.

"Mrs. Potts, I can explain-"

"Can you?" Rescue uncrossed her arms to put her hands on her metal hips. "Because from several people's point of view a foreign hero-in-training just fought a rock monster trying to tear down an apartment complex. The damage was done before anyone showed up, and you held it off until actual professionals showed up." she spoke bluntly, but with a hint of admiration for the young man. "I don't think there's anything to really explain with that."

Peter found himself at a loss for words, stepping closer. "So, I'm not in trouble?..."

"Oh no, you are." She stated bluntly as she tilted her head. "Not counting Scott coming here-"

"Wait, who?" Peter raised a brow in confusion. Pepper simply sighed.

"Giant Man. Not counting that one, you broke the law here twice. The reason you aren't in a cell right now is because no other hero was on sight during the fight." She explained. "So, any people you saved during that time was your point as you will."

"Okay...So..." The young man looked away, crossing his arms as he looked down. "So what?...I'm in trouble...but not in trouble?"

"Yes and no. Did you see the news last night?" She questioned.

"Yeah. Yeah, about you and the witch lady fighting those 'Elemental' monsters." Peter walked past Rescue as she watched, turning around to see him while he sa down on the couch, leaned forward with his hands put together as he looked up at the blue and silver armor.

"Yeah. At first I thought it was just some thugs that happened to have powerful abilities." Rescue stepped away from the couch, pacing as she continued to speak. "But after Hosu, and last night, that can't be the case. They keep showing up out of nowhere, for seemingly no reason..."

Peter lowered his head, putting a hand on his chin as he thought on the similarities between the two incidents. "Well...the Lava one attacked where one of stones were...And this one...It looked like it was gaining mass for something..."

"If it wasn't just trying to cause destruction?" Rescue tilted her helmet. "Maybe it was some type of distraction. It went down too easily."

Peter frowned softly, rubbing his temple with his finger as he tried to come up with some cohesive hypothesis on what those things were. Nothing. He let out a groan, leaning back into the couch with an annoyed huff. "I...I got nothing...Unless there was a stone at each location they can't be as easily connected! And even if they are, they're probably gone now, in someone else's hands..."

The power armor tapped her chin piece in thought. "Maybe they aren't even after the stones...There have been even more recent events here..."

"Yeah, like?" the young man questioned, staring at the Rescue armor's back.

"Two recent incidents besides this one and Central Hosu, are the USJ incident a few months back, and the 'Stain' incident" She explained, turning around to look down at the student. "Both seemed to involve students from your new class going against villains."

Peter looked away from his teacher, down to the hardwood floor below him. So that's what Monoma meant when he was screaming about the sense it made with him being in 1-A.

"Speaking of. You got on scene fast." Pepper pointed out as she stared down at him. He looked up as she continued. "I find that odd when you sleep on the other side of town." Immediately his face went pale. "So, what were you doing chasing Felicia Hardy?"

"I-I wasn't looking for any trouble, she broke in!" Peter spoke sporadically, getting up from his seat towards Rescue while her vision followed. "She stole something, a drive I think..."

"A drive?" She repeated, tilting her head as she looked away. She then looked back at the young man. "Do you know what was on it? Anything?" All she got was him shaking his head. "Great..." she mumbled to herself. "And she got away..."

"W-Well, not really..." Peter scratched the back of his head as he looked away from her. "I actually tagged her with a Spider-tracer before she got away..."

Rescue lifted her head up at that, tilting her head once more as she stared down at the student. "I need the signal. Then I can get Scott and Hope on it."

To that, Peter narrowed his eyes some in confusion. "Wait, can't you do it?.."

"Well...No." Pepper stated. "I have my hands full already. Like finding my husband and the stone that may or may not be in America."

"Wait, America? We're going back to America?!"

"I'm going back to America." she clarified while pointing a thumb at herself. She then after extended her arm out, pointing to Peter. "You have an Exam to go to, and I might not get back in time to see it."

Peter sighed hearing that. Not the Exams coming up. The part where he was on the sidelines while his mentor's wife went across the globe for him and the stones they needed. He hated being on the sidelines.

"Alright...When do you leave?"

"About...six hours ago." She shrugged. The young man just stared at her, processing what she just said right to his face.

"You're kidding me..." he groaned softly. And she knew exactly why.

"I'm sorry, Peter. I just got the news today, I have to get there fast while I know they're there."

That did make sense. In only a few days, not even a week, everything was moving fast. They had to move fast if they wanted to succeed in their overall goal.

"Tomorrow, tell your teacher Aizawa what happened. Hopefully we can make sure it doesn't happen again."

"What happened?..."

Both Heroes immediately turned their attention towards the source of the sudden voice. Peter got onto his feet, while his teacher's armor swiftly turned towards the guestroom door, lifting an open hand with its repulsor lighting brightly.

In front of the two stood Mei Hatsume, rubbing her eyes. She looked like a mess. Albeit a cute mess, still a mess. Her hair was everywhere, but still kept that dreadlock style. She also seemed more sluggish than usual, likely as a result of just getting up.

"I woke up and you were gone...Is something wrong?..." Once she finished rubbing her eyelids awake she looked right at the young exchange student, her vision magnified on him only while he stared back a dark red color filling his entire face.

But from the corner of her narrow vision she noticed the armor right beside him as it slowly lowered its hand from hers and lifted the other to cover her student's eyes. Immediately her scopescope-eyes gleamed, while she gasped in astonishment.

She was right back to herself, somehow getting a foot from them in the less than a second as she barraged Rescue with question. "This is the rest of your armor?! Compacted in such a mundane item! What is this thing made out of? Your husband made this?! Incredible!" She trailed off as she poked and caressed the blue and silver suit, all while Rescue told her to put some clothes on, while shielding Peter's eyes.

A few minutes later the young inventor calmed down, and her exchange student found her something to cover herself with. One of his jacket hoodies, which just barely covered everything. Not that she at all seemed phased by that fact, other than the light red hue in her cheeks she didn't at all notice.

She stayed fixated on the blue and silver armor as it stood, tracking her movements as the young woman inspected every plate of the Rescue suit as possible in nothing but awe. Peter simply watched, still mentally reeling on the everything he saw, while Pepper attempted to conversate with the young woman on how the Algorithm she asked for was going.

"Oh, right! It's almost done! I just need to work out a few kinks...I'll get it right now. Don't leave!" Mei backed away as she spoke, to the workshop door. She then went inside, leaving the two Americans alone to speak freely.

Immediately Rescue turned her attention to Peter as he sat on the couch. "Talk to Aizawa and the others about what happened. And, again, stay low. You see something bad, run the other way. Understood?"

To that, Peter let out a soft sigh. "Understo-" They all suddenly heard a scream, turning their attention back to the source in the workshop.

"No no no no!" Mei repeated over and over. Peter got up from the couch, walking over to the open door. Just as he was about to walk into the room the pink haired inventor jumped out, almost tackling him for the third time in ten hours.

"M-Mei, what's wrong?!" Peter jumped back some with a stutter as he looked at his host.

"The flash drive for the device! I can't find it!"

Immediately, Peter's face turned pale. "Oh...Oh this is not good..."

* * *

The room was tidy. Spick and span all throughout, not a trace of dust, dirt or follicle.

And still, the one conscious person in there was still wearing sanitation gloves and a sterile mask.

There he sat, his gloved fingers intertwined as he looked down at his feet, almost solemnly while the comatose nab in bed laid beside him. A young man in his twenties, pale as the white floor under him, narrow in build with short shaggy auburn brown hair. his tiny golden itises stared down at his hands as he sat there silently.

This was Kai Chisaki. The leader of the Yakuza known as the Shie Hassaikai. The only able candidate for the rome after his Father figure, The Boss inexplicably fell into a comatose state.

For the whole time there he sat there silent. There was no words to be said. Any would simply fall on deaf ears, and he wouldn't have said anything new.

Suddenly the door opened, immediately taking his attention as he looked up towards the open doorframe. There stood one of his accomplices, the ice white haired Black Cat, holding a small scowl upon her lips.

"Alright, I got you that stupid drive you needed so badly." Felicia spoke calmly, moving a foot forward to walk in, only to be halted by a hand grabbing her arm. She looked over her shoulder to the man who held her back. One of Kai's right-hand men.

Chronostasis, the Right Hand of the new Yakuza boss. In a white robe, a hood over his head with a plague mask on his face. His Quirk, 'Chronostasis', allows him to slow down any target he hits with his clock-hand like hairs.

"Chrono." Chisaki spoke, monotone, lifeless. That one word said enough.

The right-hand man looked over to Overhaul much like Felicia. After a moment he let go of her arm, turning his attention back to her as she stepped forwards some. He kept his sights on her the whole time as she walked up to the sitting young boss, pulling out the drive from once of her utility pouches.

"Here." She spat out, handing her employer the flashdrive. He looked up, he cold expression unchanged. "Take it."

Chisaki lifted his gloved hand, grabbing the other end of the drive. As he did Felicia let go, backing away.

"Have fun with that." She spoke sarcastically, flashing a fake smile before turning for the door, and heading for it. Only to stop in her tracks upon hearing his voice.

"I find it therapeutic, your presence." He started, looking down at the drive in the palm of his hands. "It's rare seeing a Quirkless individual with such skills and talent. Talent you strived to achieve. Not something handed to you as a symptom to an illness."

Felicia slowly turned her head over her shoulder, narrowing her eyes as she pressed on the subject. "Illness?"

"Quirks. These abilities that manifested miraculously out of nowhere." Kai explained. "A sickness that's plagued this world throughout the decades. A virus that manifested from rats!" Just the thought of these powers' origins made his skin crawl all over.

"A majority of the world has these Quirks, right? Does it really matter now?"

"Now more than ever." Kai Chisaki soon got onto his feet, standing up with his sights towards the Black Cat. "I am the one with the ability and determination to change society as we know it. And now I have two opportunities to do so instead of one."

The Quirkless criminal simply stared back at him as he tilted his head, keeping the same monotone expression. "I have another job for you to do." he spoke, turning around to the pan windows showing in the dark outside. With his hands behind his back he looked out the window of the compound. "Tonight, while this new incident was occuring in Musutafu a part of my chess board were torn to shreds."

"So what, you want me to track down a serial killer that wiped some of your group out?" She questioned in confusion.

"I need you to find me some replacements for the cause. Perhaps part of the...Molten Gang?"

"Valcano Thieves, Overhaul." Chrono clarified from the doorframe.

"You expect me to find a new set of powers for you?..."

"Not for me." Chisaki replied, looking over his shoulder. A cold calculating tone in his voice to match the emotionless stare of his tiny irises. "For the little girl you'll be keeping from being ripped apart."

* * *

Hours passed for the two young brains, Mei and Peter. And he hadn't gotten any sleepin that time. As big of a deal as it was to the young man his host got some shut-eye so she wasn't burning herself out, he couldn't rest after last night.

A woman broke into Mei's home. They didn't take anything more than the drive, which itself was devastating to say the least, as it held the key to finding the Infinity stones. But what if they weren't just after stuff. What if they were after him? His identity was outed to the whole world, if not just Japan. Gwen showed up out of nowhere from a completely different world. What if someone with a vendetta against him came. If they didn't go after him directly, they'd go after anyone close to him.

As Mei slept under the covers of his bed until morning, her exchange student stayed alert, dressing up in his full suit. He knew why he was doing it, or at least he thought so. Unfortunately he failed to succeed in this small mission, as he fell asleep after an hour.

By five seventeen A.M Mei had awoken, alone in bed. Almost unconsciously she reached out to the other side of the bed, only to see it was flat. No other body there. Upon realizing this her eyes shot open, and quickly she sat herself up, quickly looking around the room in slight distress. She was in her apartment, in one of the rooms. The door was closed, the window was shut, and she couldn't find anyone else in the room.

"Peter?..." She called out to the hall on the other side of the door. Nothing. "Peter?!" her voice grew louder, more desperate than before. And it was just then that she heard a yawn.

Immediately she turned her attention to where it came from, the other side of the bed. She crawled from her side of the matress to the other, looking down to the floor to see Peter's body. His hand on his cheek with the eyes of his mask shut. Slowly he pushed himself up from the floor, leaning against the doorframe with a groan as he sat.

"Peter!" He heard, his sixth sense immediately going off. The eyes of his mask changed into a confused expression. This early warning was different somehow, instead of a shivering tingle down his spine he felt...safe instead of in danger. For the first time, when his hairs stood up he felt relaxed.

But only a second later it blew over, as he looked above him to where this feeling came from. The eyes of his mask widened in sudden realization of what he knew was gonna happen.

Mei had leaned over the side of the bed right above him, her signature massive grin on her face. It immediately went away when she felt herself fall, as being unaware of her surroundings her right hand completely missed the surface that was the matress, letting her from the highh ground onto the floor. Her cushion, Peter.

Before either of them knew it, Peter was somehow on his back, with his host right on top of him again. Something he was beginning to think would be a fairly normal occurrence.

He looked down at the young inventor, growing red under the mask as he looked at her, before lowering his head and resting it on the hardwood floor. "Hey, Mei..." He huffed out, still a little tired.

She looked up to face him, losibg her grin with a genuine smile taking its place. "Hey, Petey! You had me worried for a second. I thought you were gone, somewhere like the last times while I wasn't looking! And you got hurt! Or worse," She began rambling, losing her smile as she went on. It got his attention quickly, lifting his head to look at her on top of him. "And I wouldn't know what to do! Especially with your equipment! Or your AI! And I wouldn't know what to tell your teachers-" she lowered her head some at the thoughts rushing through her mind.

"M-Mei-"

"Because I'm your host right?!" She continued, looking right back up at Peter with teary eyes. "I'm supposed to take care of you! Not let you get hurt everyda-" She began to shout her thoughts, for anyone to hear. But immediately silenced herself once her exchange student put a hand over her mouth.

"Mei, calm down!" Peter looked her in the eye, using his free hand to pull his mask off to look into her eyes. "I'm okay. You don't need to worry. I'm okay, not hurt..." He spoke. As he did his host slowly calmed. Both sat there, silent as they stared into each other's eyes. There was a...pain in Hatsume's chest, but she wasn't much affected by it.

The moment, to them, lasted forever once again, but just as it occurred, it was quickly interrupted by the rook door suddenly opened, swinging open. Bith young brains jumped, startled, but Peter was quick to wrap his arm around his host, ready to move. Until he saw who it was.

In the doorframe was the Rescue armor, an arm lifted and hand open. But upon scanning the scene, and seeing nothing but two teenagers on the floor on top if each other, it slowly lowered its hands, beginning to speak.

"Am I interrupting something?" An awfully familiar voice questioned with a hint of a cynical tone. The young wallcrawler knew exactly who it belonged to.

"Mr. Stark?" Peter squinted his eyes in confusion, while Mei stared in awe like before while Rescue explained.

"Technically yeah. Really no. I'm what happens when you copy your consciousness properly. Minus the whole...melding minds and...a stone to...meet an impossible demand-Call me Adam." The blue and silver armor tilted its head as it stared down at the two. Almost immediately Hatsume's eyes gleamed, as she slipped from her exchange student's grasp, jumping onto her feet and getting right up close to it as it stared down at her.

"You're a copied consciousness?!" She questioned in astonishment as she looked up at the suit. "There have been trial runs, attempts! But no one's ever been able to successfully copy their mind into digital code!"

"Oh, thank you." The power armor put a hand on its hips as the AI spoke. "But in all honesty once you crack interdimensional quantum mechanics, copying and pasting a personality is a cakewalk."

While the young inventor stared in simple amazement of the walking suit, that same suit turned its attention back to Peter, who had gotten onto his feet. "You're red. Really red."

"Y-Yeah...Of course, it's hot in here...all of a sudden." Peter shrugged as he hunched over a bit.

"Huh." Rescue tilted its head at him. "That's weird. Its sixty eight degrees in here and I put a conditioning system in the suit you're wearing. Unless it's broken."

"IT'S NOT!" Mei cackled, causing the two to turn their attention towards her. "I fixed it! With ease! Even tested it myself!"

There was a moment of silence between the three, awkward for the two men in the room.

Then Rescue turned its attention back to the Arachnid-themed hero, pointing a finger at his host. "Girlfriend?" Immediately both turned red in the face. For Peter, crimson.

"W-What? No! Of course not!...She's my host..." the young New Yorker stated.

"Is that so? And pretell, why does that affect how you were in the same bed?" Tony's voice spoke in a sarcastic tone.

Cue a white Spider-Man chibi figure leaving Peter's lips, signifying his soul leaving his body once again as he died of embarrassment. And a large majority of his blood supply going to his face.

* * *

The events of last night, labelled the 'Musutafu Elemental Incident', was everywhere. Newspapers, News channels, blogs. After the 'Hosu Elemental Incident' involving 'A man with a lava-related Transformation Quirk', as official sources say, decimating twenty city blocks with relative ease and destroying a HAAD building in the process, people had grown wary. A monster just destroyed a chunk of a city, not even a few weeks after the 'Stain-Hosu Incident', where the whole city was overrun with numerous abominations named 'Nomus'. Certain communities had made speculations that these 'Elementals' were actually powerful Nomus, but one thing was for sure. These random attacks around the world were becoming more extreme and suspect. Especially when they take into account how certain heroes were at multiple of these scenes in battle with them.

And once again the students of U.A grew more suspicious. Most notably Bakugo, Momo and Iida. Others, like Kaminari and Mineta were in awe and admiration of the footage flooding media, of their new classmate in real action. Others, like Monoma and even Gwen, were infuriated. Gwen, because he went out to be a hero again when he really didn't need to. Monoma because he got away with it, and was even getting praised by small communities, which may or may not have included Mina.

But as this incident took the spotlight for all of Japan, a more secluded, horrific incident had occurred. And Scott was on the case.

While the Earth-made monstrosity destroyed an apartment complex, in the Financial district of the same city, a serial murderer struck. It was a killing spree, a massacre. Twenty two small time Yakuza members dead, when they added everything together.

The crowd at the sidewalk of the crime scene, a warehouse that was property of the Japanese mob, was small, but dense. Behind a line of yellow tape that read 'Caution. Keep Out' in Japanese, a group of bystanders stood in intrigue. The Ant-Man was one of them. Cutting through the dozens of reporters he found himself at the front, where a police officer could see him in full view.

Scott, Incognito, wore a brown trench coat buttoned up all the way to his neck, long enough to reach down to his shins to only reveal the black boots and gloves he wore. On his head a fedora to match.

"Hey," He started, clapping his hands to get the officer's attention. After he did, he continued. "What's, uh...What's all the fuss about?"

Immediately the officer, a man with the head of a pitbull dog in a SWAT uniform, spoke. "Sir, stand back. This is an active crime scene investigation."

"Huh. That's funny, I thought with the...police tape and swat all over the place it was a very special someone's birthday." He attempted to joke, only for it to land flat ob its face. Needless to say, the mutated officer was in no way amused. "Anyway I need to take a look inside. It's urgent-"

"NO ONE ALLOWED IN WITHOUT PROPER SECURITY CLEARANCE!" The officer barked, nothing unusual when considering his Quirk. Scott however jumped back from his words, eyes wide from just how verbally aggressive he was. As the officer growled, the Hero stepped away back into the crowd slowly. Only then did the officer calm.

"Okay..." Lang sighed, turning himself around and walking back into the back of the crowd onto the street. "Just walking up and asking isn't gonna do it..." he whispered seeminly to himself. _"I told you."_ Hope's voice filled his ear. He stuffed his hands into his pockets, looking over his shoulder to the entrance of the warehouse. _"You're gonna need to get past them if you wanna get in there. Preferably without getting their attention."_

"Yeah, I know..." Scott began to walk from the scene, looking towards the buildings beside the warehouse.

_"And you need to get in there before they bag up all the evidence."_

"I know." He spoke once more, turning his direction, stepping back onto the sidewalk and heading straight to a dark alleyway.

_"So 'Ant-Man' a little faster?!" _

"I'm working on it!" he whispered into the earpiece, unbuttoning the trenchcoat he wore and, soon, pulling it off his person before tossing it to the brick wall, over a dumpster and the behind it.

There he stood, in his full Ant-Man suit, besides the silver helmet. He threw his fedora hat to the side, his helmet beginning to form around his head from behind his neck as he moved, going into a light sprint as he put a hand on the side of his helmet. He then jumped off his feet, pressing the button on his hand with his thumb before shrinking down. As he fell something flew under him, a flying ant, flying right under him and causing him to land on its back, flying off out of the alleyway and towards the warehouse crime scene.

Once he made it where he needed to be, he directed his ride to one of the windows, cracked and shattered with a big enough hole for him to get through in his shrunken form. Flying inside he jumped off the flying ant, landing on top of a metal crate, stacked under others and getting a propper view of the place.

Blood, everywhere. splattered on the floor, all over the walls and containers. Limbs severed, with no sight of any heads around the complex. It was complete and total carnage.

"Mrgh...I think I'm gonna be sick..." A young woman muffled through her floved hand as she looked away from the mutilated bodies on the floor, soaked in blood.

This was Motto Yohayai. A blonde woman in her twenties, standing at 5'5 with a medium length messy bob cut and silverish highlights along the ends. Her eyes were a bright green, her irises withholding what looked like that of an analogue clock, little dashes along the edge of the insides of her iris with headless arrows ticking away from the center of her pupils.

"If you're going to throw up, it would be better to head outside. Afterall, we don't want to tamper with the scene anymore than we have to..." The detective beside her spoke, stepping back from the blood splattered surface that was a container door, which was ripped into, by what seemed like knives.

"Easy for you to say..." Motto groaned, looking over at the short slim brunette of a scotsman.

"Not really. Believe it or not, this is the first time I've seen something like this..." he retorted as he turned his head to his partner. "It was like...an animal was let out here..."

"Any idea what kind?..." Motto grumbled under her breath, looking away from the scene.

"Wolverine, maybe?..." The detective shrugged, letting out a sigh while he looked everything over. "What a mess..."

"Tell me about it..." Scott muttered to himself, pacing back and forth on the platform that was the container above them. He put a finger to the side of his mask, continuing to monitor the situation. "Hope, are you sure this is the place?"

_"It's where that tracer led us. You tell me." _the Wasp replied. Ant-Man took a step over the edge of the platform, letting himself fall down to Earth only to be catched, landing on the back of another flying ant. They soared around the warehouse, until they found themselves what they were looking for. Where the tracer Peter's AI told them about was. In a container. The flying ant descended in for a further look, slipping through one of the claw holes on the side and slipping in. Leaping off the ant he landed on his feet, taking another look around at ground level

"Where are you, Miss Homewrecker?" he whispered to himself.

_"Hurry up. If you get spotted we might be done."_

"Right, right..." Scott nodded while pressing the trigger on the palm of his hands. In an instant he grew bacl to normal size. He could clearly see the opened boxes and crates, parts raided from them all. Likely weapons, or tools. "The place was raided by someone. Probably the guy who ripped the whole place apart..." He whispered into his earpiece. slowly and quietly he looked through everything as passively as possible.

_"Can you find anything we can use to track whatever it was down?"_

"Not yet...I can't find any-" he started, only to stop himself once he noticed something small, metallic and red just under a crate. In a moment of confusion he kneeled down, reaching under the crate and gently pinching it between his fingers. "...Thing..." He then lifted it up to his eyes, squinting behind the lenses as he attempted to take a better look.

_"Find anything useful?" _Hope's voice filled his ears.

He lifted a hand up to the side of his helmet, groaning to himself. "I think we just got duped...I found the tracer...I think..." he sighed, looking further into the crates of the dark container. "The lady knew she was being tracked." He stated.

He heard an audible sigh from his partner as he rummaged through the crates. Nothing, most of them were cleaned out.

_"Take it with you. Hopefully we can backtrack where she was beforehand."_

"Right..." Scott nodded, and soon turned around to where he came in, only to freeze when the doors flew open. He had no time to react, only turning his head to the source of sudden light, before feeling what felt like a shockwave forced against him, pushing him off his feet and into the back, crashing into the wooden crates behind him and slamming into the metal wall with a massive thump. Slumping over the broken debris around him his body went limp, as his eyes shut.

Standing there at the door the source of the blast, a woman sighed, mumbling to herself. "Oh perfect..." She grumbled as she stepped inside.

Footsteps were heard from behind her. Not that she much cared, since she knew they wouldn't hurt her.

"Daisy!" The detective slid to a stop, fumbling through his words as he spoke out. "What happened?!"

"Nothing, Fitz..." Daisy groaned, putting a hand on her forehead and sliding it down her face. "Just found someone looting around..."

Fitz stepped behind her as she crouched down, looking over the suited body in front of them.

Daisy lifted her hand to point weakly at Scott's unconscious body, squinting her tired eyes. "He...H-He looks familiar..."

"Yeah, he's one of those people who came through the wormhole..." Fitz clarifed. The exhausted woman reached over to Scott's body, grabbing him by the shoulders and examining him closely.

"Great...Maybe he can explain what the hell is going on..."

* * *

Peter and Mei's escapade to school was an unexpected one to say if anything.

Apparently last night's Elemental attack had affected not only the apartment complex of which it appeared, but the underground metro right under it. The same metro that got the two to school on time. Nothing about the route was damaged, at least not too much. However the city thought it would be best to make sure nothing went wrong later and shut that route down for examination. Unfortunately that meant a good number of people had to either walk to and from work, or go out their way to find another route for it with time they don't have.

Luckily the two found out about this abrupt announcement before they left, while Peter was making breakfast and Mei was struggling to tie her tie.

While they ate what she swore was the best breakfast she had since she was little, the news about the metro played. And immediately they both went pale. Peter with a look of horror, because he knew just how badly his homeroom teacher Aizawa would just castrate him if he were late. Mei just grinned, because she was still consciously processing the information, and even then didn't see it as much of a problem given how lenient her teachers were. Still, if she arrived late it meant less time in the workshop.

Both scrambled to grab their things, Mei stuffing the spider-themed prototype gadgets into the metallic blue and silver armor that was compacted into a school backpack form as opposed to a briefcase, while Peter stuffed his suit in his bag and tied his running shoes.

The two left right after getting everything together, the young hero sweeping his host into his arms and immediately jumping out the window and to the ground, landing feet first with ease. After that they both booked it to school, with Peter easily getting farther ahead than her and then having to wait for her to catch up. She was not at all the athletic type. Eventually he opted to just carry her on hhis back as he sprinted straight for school, using his own athleticism to manuever around people in the block.

They were quick, making it to the campis of the school an hour. And with negative eleven minutes to spare.

The massive door of the 1-A slid open quickly, in the doorframe Peter stood, out of breath, his hair a mess as he hunched over, face dirtied from his way over. All the while all twenty-one of his classmates stared, as well as his teacher, the Scarlet Witch, dressed in a women's white dress shirt, velvet res dress pants and a velvet res suit jacket to match.

Wanda got up from her seat, taking a step towards the young man, who put his hands on his hips. "What happened to you? You look like you just went through a dumpster..." she spoke, grabbing his jaw with gentle hands and looking over his face, his right cheek smudged with dirt.

"M-My train route shut down, I had to run here from the apartment..." He explained, his cheeks lighting a soft red as his eyes stayed fixed off the witch. "I-I left early, but traffic's busy today..."

"Why didn't you webswing?" He heard from the back. It was Gwen, who hadn't looked up from her borrowed book for a second.

Peter squinted his eyes in confusion, still panting softly as he asked. "But isn't...isn't it illegal to use them without a license?"

Momo was the first to speak on the subject. "Not in certain cases. Support Equipment is commonly used to help those with hindering Quirks to better fit into society."

"As long as it isn't dangerous you're fine." Tsuyu chimed in with a croak.

"Yeah, just look at Aoyama!" Kirishima spoke with a grin. "He's wearing a Support Item right now!"

Peter turned his attention to the blonde diva, who's massive sparkling eyes stared straight into his very soul. "Oh...I wish I knew that before..." he mumbled to himself, lowering his head in embarrassment. Then he felt the hairs on his arms stand up, immediately getting his attention. More so how the shiver down his spine had abruptly stopped. Like it was somehow cancelled out. And once he heard his homeroom teacher behind him he figured out why.

"Peter Parker..." a dry tone, stockpiled with frustration spoke quietly behind him. Immediately Peter's eyes widened, much like his own Sokovian teacher. Quickly turning himself around he was met with the red beading eyes of Aizawa, staring him down as his once shaggy hair raised and flowing as he hunched a bit, hands stuffed in his pockets.

As quickly as possible Wanda stepped to Peter's side, reaching out an arm across his chest.

"Hold on, lets not do anything we might regret..." she suggested with passive tone, smiling nervously much like her student would.

For a moment, Eraserhead lifted his head up and towards his new co-teacher, and after his beading red eyes dimmed back to their normal color, his hair falling back down to a relaxed state.

"You jumped into a situation you had no reason being in." Aizawa spoke dryly as he looked back down at his exchange student. "That alone should be enough to warrant sending you back to the U.S, at the least."

Peter gulped, staring at the cold hero in fear of what was about to happen.

"Not only that, but your host's apartment is on a completely seperate block about a mile away from the scene." he continued. Everyone stared, silence filling the air. "So, either you were already out looking for trouble, or there's something you aren't telling me. Because unlike your appearance during the Hosu Elemental Incident, you were there before anyone."

"M-Mr. Aizawa, I can explain! Really, I wasn't looking for trouble!..." Peter spoke out, pressing against Wanda's arm with a mixed look of frustration and fear. But he stopped himself, noticing out of the corner of his eye that all eyea were right in him. Most notably Midoriya's and Iida. After this quick glimpse he focused back on his teachers. "B-But...Can I explain outside?..."

To that, Aizawa raised a brow. Not by much but just an unnoticeable inch. He then stepped to the side, allowing the young man to leave the room, with him following right after. Right after, the door was slid shut from the outside, leaving Wanda with the rest of Class 1-A.

The witch let out a breath, turning to the class while closing her eyes and lowering her head in thought. Meanwhile, Ashido took this moment to enact her plan. Jumping out her seat and onto her feet she made her way to the very back where the feminine spider focused on her books.

"Gwen?" Mina questioned. Gwen looked up from her books at the pink skinned, moth related girl. "I was wondering...would it be okay if Peter sat next to me today?" she put her hands together, interlocking her fingers while twiddling her thumbs. "I...wanted to go over some notes for the written exams..." her eyes wandered off.

Gwen knew right away that it wasn't about studying. Aside from the clear look of nervousness in her smile, her cheeks had a feint, almost unnoticeable green hue mixed with her pink skin. Not that she much cared for it.

"Alright." Gwen shrugged, pushing her seat out and standing up out of her seat. "Just make sure to focus on the notes and not the webshooters on his wrists. Or anywhere else on him." she suggested blandly, before walking around her up to the free desk previously occupied by the pink skinned girl. While that same pink skinned girl grew green in embarrassment, eyes wide at the flustering thoughts of any 'webshooter' anywhere else on him other than his wrists.

"H-Hey! I-I wasn't thinking like that at all! Get your head out the gutter!" she rambled on to no one in particular, while her friends a few rows ahead watched.

"Yeah, she's definitely got a thing for him..." Kirishima stated the obvious.

"I ship it!" Toru announced as she watched with everyone else.

"It won't last..." Jiro declared plainly.

While the small group made conversation on the sudden-but-totally-believable possible relationship of one of their exchange students and the resident acid girl, and Mineta grumbled at the thought of it, the Vice Representative Momo got up from her seat, heading over to the front desk, where Wanda sat rubbing the temple of her head. The young hero-in-training asked to leave the room and head to the office, to which Wanda approved, writing a slip for her to wander the halls. Seeing this, after the prestigious young woman left the room Midoriya got up and did the same, getting approved, though with a more skeptical teacher.

Bakugo just left without asking, nearly busting the door down as he did. The Sokovian teacher didn't know how to really react. But Gwen was quick to jump out of her seat after him.

* * *

Peter and Aizawa took their conversation to the principal's office, where he spilled everything. Not about him and his teachers, but about the events of last night that happened prior to the Elemental incident.

Learning of this new information the 1-A teacher was initially surprised, then filled with frustration from the idea that one of his students, exchange or not, having their home invaded by a villain.

Their principal, a small white mouse like humanoid creature named Nezu, deep down was greatly disturbed. Something such as this hasn't happened before. Yes, a villain attack was coordinated on one of the classes, titled the USJ Incident, but that was on school grounds. This was someone's home. Much more dangerous, especially if they were specifically targeted. But from what the young man said that wasn't the case.

The teachers sent him out to head back to class, where Wanda would have full reign, and along with Steve would be the first to find out about it.

As Peter left the office and closed the door behind him, Aizawa let out an exhausted breath.

"This is quite pressing..." the principal sighed softly, setting his tiny paws on the desk.

"It explains why he was at the scene when the attack occurred..." Eraserhead spoke leaning back into his chair. "I don't get paid enough for this..."

"You get a healthy amount of pay!" Nezu retorted, not losing his positive tone even an ounce.

"Alright...Then tell me, how are we gonna deal with this? If they could break in once, they can do it again. The same goes for the other students."

"True...Perhaps we have a fix for this. Something I've been thinking about for a good while."

"Oh really?" the Not-so-well-known hero questioned, only to get a simple nod. With a shrug he got up out his seat, standing up. "Well, while you get that ball rolling I'll call Mei Hatsume's aunt..."

"Are you sure? She may attempt to propose to you again."

"Yeah. Probably..." was his only response.

Meanwhile right after Peter closed the door behind him, he let out a sigh, lowering his head as he shut his eyes in a split second of thought. It was still a lot to take in, being in a world where there are literally schools made to teach kids to be heroes. That, and the sudden fuzzy feeling going down his spine for the second time that day.

"What is that?..." he mumbled to himself as he looked over his shoulder. It was too late to run.

"Mr. Parker! Shouldn't you be in class? Or are you skipping out now?~" Nemuri questioned, leaning up against the shorter Peter's back with a soft smirk upon her lips.

The young man froze completely in place, while the R-Rated hero put a soft hand on his head and slowly, seductively ran her fingers through his soft hair. "You've been so naughty lately~ Tell me, does Momma have to punish her special little boy?~" She licked her lips as she teased.

The young exchange student gulped, shaking some as he stuttered out as best he could. "M-Mr. Aizawa brought me to the principal's office..." he slowly lifted a shaky hand at the door beside them, not bothering to look at his teacher. "A-About l-last night..."

Immediately Nemuri's seductive demeanor shifted, as she lost her smile, gaining a stern expression. "Last night? You were amazing last night! And I'm so proud of you. And I know your teachers are too...You could've done better, but that is why you're here, right?" she ruffled his hair, essentially radiating with motherly energy.

"M-Miss Kayami, that's not what we were talking about..." Peter mumbled. Midnight raised a brow at that, stepping away fron him and rounding to his side wuth a concerned look in her eyes. "A...Villain broke into Mei's house-"

"What?!" was her immediate response. "Did they hurt you or-" she stared, leaning closer to inspect his dirtied face. But he was quick ro pull away, red showing in his cheeks once again. Her favorite expression on his face.

"I-I'm fine! Mei and me are fine, promise..." He chuckled nervously. "I-I'm just...tired...stressed...a little fuzzy?..." In fact this fuzzy, hazy tingle running down his spine had erupted again, and he knew it wasn't coming from his teacher like before.

"Peter?" he heard from behind him, down the hall from where he came from 1-A. It was the Vice Representative, Momo Yaoyorozou, stepping towards him and her teacher while putting her hands together.

"O-Oh, hey Momo!..." Peter greeted with a soft smile, waving lightly.

"Miss Yaoyorozou! Shouldn't you be in class? Studying for the written portion of the finals?" Midnight stepped forward, smiling at her student with her hand on her hip. "I understand your Mid-term scores were the highest of your class, but that is no reason not to study."

"I know, Ms. Midnight. I just wanted to speak to Peter in private..." Momo smiled softly at the hero, giving her exchange student a quick glance. "If you don't mind?"

"No, o...of course not." the American student nodded, growing nervous as his eyes met with hers.

"Well I suppose I'll leave you to it." Midnight looked down at her exchange student. "And if anything else happens, I want to be among the first to hear about it. Understood?"

"R-Right..." he smiled nervously up at her. "I promise I'll keep you updated..."

With that, and a pat on his head the R-Rated hero was off down the hall.

With that the two young students were alone, in the massive hall.

Just them. Alone in a massive hall. Together. Alone. Together.

Immediately as that thought crossed his mind Peter's face turned a bright red, growing increasingly flustered as he stared into nothing but Momo. Though only for a moment, as she cleared her throat, snapping him out of his trance.

"I just wanted to say thank you..." Momo spoke softly, wrapping her hand around her wrist as her eyes peered off. "About the other night, in Hosu. When you saved Midoriya, Uraraka and I." Peter looked her over, growing a small smile at the sign of gratitude. "If you weren't there, they could've gotten severely hurt, or worse. As their friend I can't express how thankful I am that you did what you did! But, as Vice Representative...Thank you..."

"Momo, it's nothing. I did stuff like that all the time before." Peter shrugged, rubbing the back of his head as he looked away. But it wasn't the truth. To him, this gratitude from his fellow students was nice. In his reality he never really got positive comments from anyone. He would constantly recieve slander or indifference from the public, police, and comments on social media, most being from the 'Daily Bugle' website. The only time he did get gratitude from anyone was from his Aunt May, but she also weaved in the idea of giving up the suit for a while after finding out about his secret identity. Ned he felt didn't count, as he was his 'Guy in the Chair'. MJ never said anything about Spider-Man, and though Flash loved the masked hero, he constantly belittled the boy behind it. So it felt good with someone showing their gratitude simply to do it.

But his smile soon faltered as she went on.

"That being said..." she looked back up at him, looking him right in the eye with a professional look. "As Vice Representative of the class, I can't condone your actions in either incidents. Charging in like that was reckless and nothing but. You could've been hurt, even more than you already are." she sighed softly, closing her eyes while crossing her arms.

"What? Momo, I'm fine." Peter stated, taking a step forward. "Honest, just look at me-"

"When you came here you were nearly crippled!" Momo suddenly spoke up, causing her classmate to stop in his tracks. "Then Monoma blasted you, and you couldn't get up. And that was only yesterday..."

Peter stared at her, falling silent while she opened her eyes to look him over. "You're like Midoriya. And Bakugo and Iida...You're obviously quick to jump into danger no matter if you're hurt or not, and no mstter how much punishment you take."

"Is that bad?" the young man raised a brow, growing another nervous grin.

"No, not at all! You'll make a great hero one day. But not if you break your body like you have been..."

She did have a point. Ever since he got here, he'd have gotten hurt in one way or another. Getting weaker with each fight, piling on injury after injury every time.

"And...One more thing?" Momo spoke once more as formally as possible. She cleared her throat, closing her eyes. "When you and your classmate first came here we went out the following night to buy some arrival gifts. But then that Elemental came and...you know...the gifts either broke or were burned away...So..."

Peter raised a brow as she trailed off, watching as her hands elevated to her shirt collar. Without looking at her classmate she unbuttoned her dress shirt, her cheeks turning red once she heard him stutter.

"W-W-What are you doing?! W-We're in the halls..."

Yaoyorozou's eyes opened, as her cheeks glowed brightly and she stared with a look of embarrassment. "Calm down, my skin just needs to breathe so I can use my Quirk..." As she spoke a sparking pinkish light filled her cleavage. It was small, indicating that whatever was coming out small, the size of his hand, smaller even.

She looked down at the process, as a small object materialized. Once finished, the object fell from her chest to floor, but however was quickly caught by its creator. she then looked back towards Peter, who was currently looking away with red in his cheeks. She simply smiled softly. "You can look now."

To that, the young man let out a sigh of relief, turning to the Vice Representative with a soft smile. She stepped toward him, only a few of the buttons of her shirt undone, only revealing just a bit of her skin. In her hand was a Russian nesting doll, which had an appearance almost exactly like his alter-ego, if not a bit cartoonish. "My gift burned in the incident...But I figured, perhaps you wouldn't mind if I made this?..." She extended her hand out to him, her hand open for him to take the doll, which he did.

Taking the Russian nesting doll into his hand he smiled, looking it over as he spoke. "Well, I see it came from the heart. Literally." he joked some. "I love it. Thanks Momo."

She didn't know why, but for a moment, a small moment, her heart fluttered. Only a little, a way it never had with anyone else, not even her parents. As her eyes sparkled some she smiled softly. "You're welcome, Peter..."

* * *

Izuku was on Yaoyorozou's tail as she searched for their Amerivan Exchange student and teacher. However in that time he got sidetracked, by one of his teachers. His favorite hero, as a matter of fact.

"Young Midoriya!" All Might announced himself, having suddenly come from an empty teacher's office, which door had 'ALL MIGHT' smacked right in the middle of it, sliding to a stop dramatically behind the young man.

At the sound of his voice Izuku jumped, spinning around while yelping out in shock. "A-A-All Might!"

The Number one hero grinned, his hands on his hips in a classic heroic pose. "There you are! I was about to come looking for you!" he spoke triumphant. He then lifted one of his hands up, pointing a thumb to the door. "Think we can have a chat in my office?"

The young green haired hero-in-training, after calming down some, nodded.

The moment the two entered the room and the door closed, the muscular blonde hero essentially deflated. In his place was a skeleton of a man, with his once magnificent hair a complete mess. The black suit that once fit his massive physique now baggy on his skinny figure.

"So, what do you wanna talk about?..." Izuku questioned, while his mentor took a seat on the couch of the office.

"Nothing in particular." Toshi shrugged as he looked at the student, giving a bony grin. "I just wanted to check on you. After everything that's happened in the last few days. It's a lot to take in..."

"Yeah..." Midoriya sighed softly, grabbing a chair from in front of the desk, pulling it towards the couch and setting it across from his mentor. He then sat down.

Small Might raised a brow. Izuku had gone silent in thought, reminiscing the events he'd been involved with. First the USJ, where his entire clasd had gone up against a ragtag group of thugs playing a villains. Then Hosu, where he, Iida and Todoroki went up against the 'Hero-Killer', on a mission to cleanse society of the shams that were heroes like Endeavor. And now, the Elemental incident in Hosu.

"Well?" he question, clapping his hands together and causing the young man to jump a little.

"Y-Yeah, everything's alright..." Midoriya stuttered some. "Gwen and Peter are really nice! Mostly anyway. I haven't talked to them much, but I know they're good classmates. Everyone's getting along with them pretty well and-" he began blabbering on, getting lost in his thoughts on them. So much that one could actually feel the 'Blahs' coming out of his mouth. Mostly about how the Exchange students resolve through the last two attacks.

Toshi was quick to calm him down, leaning forward while swing his arms in and out to get his attention. "Midoriya, calm down! You're rambling again!"

To that, the student stopped in his vverbal tracks, looking up from the floor with a look of embarrassment. "S-Sorry..."

"Gaah...It's fine..." the blonde threw his head back into the cushions of the couch. "You just need to get a better grip on it. You'll never get the top hero spot if you can't stay so composed in regular conversation."

"R-Right..." Izuku nodded, putting his hands together. Something was on his mind, and All Might saw it on his face.

"Anything you wanna tell me? Young Midoriya?" he questioned.

"Eh?.." Midoriya snapped out of his thoughts once more. "Oh...Yeah...I was thinking about the last two incidents..."

"Hm...About those Elementals?" Toshinori guessed. Izuku simply shook his head.

"About Peter and his teachers. They're all at the scenes, usually the first one there..." Midoriya looked back down, cupping his chin in his hand.

"Yeah? And?"

"I just think it's strange..." the young man stated, still in thought. "A few weeks ago one made of water was fighting Scarlet Witch while another fought Mrs. Stark. Just a few days before their students got here...I'm not ruling out coincidence but...All this must be connected...somehow..."

"Yeah, I thought the same thing." Toshinori sighed. Silence then filled the room, onpy for a moment, before a laugh left the Pro. "But ya know, if last night was any indication, they can definitely hold their own. So we don't need to worry about them as much."

"Well...yeah..."

"In fact, given how they move if I gave one of them One For All they'd of probably made it to the top hero slot by now!" the skinny pro remarked, immediately getting a stuttery scattered response of worry and concern from his successor while he laughed up blood.

* * *

After their coversation Peter and Momo made their way to class together, the latter buttoning up her dress shirt completely while the former slid the door open.

The scene was fairly normal upon first sight. Some of the students focused on their studies, in preparation of the final exam days away. Some were too focused on the barking of a rabbid dog. And once they actually walked inside they knew why.

"I SAID GET ME OUTTA HERE DAMMIT!" Bakugo snarled as he hung upside down, cocooned in thick webbing, right next to Gwen, who sat at his desk with her feet up on the surface while basically tuning out the deaf inducing screams of her host. All the while a handful of students stared.

"You are a very aggressive person..." Wanda mumbled to herself as she stood behind him, twisting and moving her fingers towards either sides of his head, red mist pouring into his temples as he squirmed, even attempting to bite at her hand.

"What is going on here?!" Momo was the first to speak, wide eyed just like her other standing beside her.

"I webbed Bakugo up. Obviously." Gwen deadpanned as she stared into her lap, reading through notes Katsuki put down.

"Why?!" Peter blurted out. She didn't even lift her head.

"Because he's Bakugo." was her only answer. The young man simply gave a sigh.

Peter and Momo made their way to the back of the class where they sat. In Gwen's real seat Mina sat, looking away from him as he came close.

"Hey Mina.." He greeted with a soft smile, immediately causing her to spin her head around to him with wide eyes and green cheeks for a moment, before calming herself. But not fast enough. "Is something wrong? Do you need to go to the nurse's office, because I can-"

"W-Wha?! No, everything's fine! I'm fine, promise!" Mina blurted out with a grin, the contrasting green glow in her once pink cheeks getting worse. "I just wanted to go over a some notes for the Finals..."

The young man sat down, puttung his hands on his desk as he smiled at his fellow classmate. "Well, alright. But if you're looking to learn something more, I don't think I can help..."

"Do you two need help?" Both young ones turned their heads to Momo, who stood by her seat, looking at them. "If you need it, you simply have to ask, Mina."

"N-No no! I'm fine! Honest, I just wanted to go over notes to help Peter!.." the acid girl was quick to protest, getting up from her seat. But it was too late.

"We can go over everything together." Todoroki spoke up, turning around to the two behind him. "It would be better if we worked together to achieve a better understanding of these subjects." he spoke plainly, lifting up the papers that held his notes.

"Right! That's a great idea." Peter spoke, much to Mina's dismay. Until he continued. "I would really appreciate it. I...usually get by on blind luck when it comes to tests."

"Well you can count on us, Spidey!" The lightning bolted blonde suddenly erupted, jumping up out of his seat with a smirk, while a kid with shaggy black hair stood beside him. What looked like tape dispensers in his elbows.

"We...need a little help too..." Hanta Sero spoke lowly with his unyielding grin.

"Eh...I didn't do so hot on the midterms..." Jiro mumbled softly. "Count me in?..."

Seeing all her fellow classmates, wanting to join to make sure they did better on this upcoming exam, Momo's heart fluttered. Not the same way it did for Peter, which she didn't know why, but it was somewhat close. With sparkling eyes she looked at her friends, a warm smile. "You want me to tutor you all too?"

"I think that's a lovely idea." Wanda spoke out to the class with a motherly smile, the living bomb known as Bakugo still squirming against her mind games.

Suddenly the door slid open, getting the small group's attention. In the frame stood Midoriya, who held the same reaction as Peter and Momo. As he stared at the cocooned Bakugo with wide eyes.

"W-W-What's going on?!"

Gwen simply answered. "Bakugo was being Bakugo." without ever looking up from his notes.

* * *

Just another day for her. In her favorite place to be, the school workshop. Surrounded by her babies of all types. The successes, the failures, the works-in-progress, all of them.

Mei had put one of Spider-Man's arm guards on the table in front of her, smiling wide while Rescue looked over the rest, scanning every piece.

"So, whaddya think?" the young inventor spun around to the automated armor, keeping her grin. "Pretty great, right?! It was a collaboration from me and Mrs. Stark, that I tinkered with a bit more afterwards-"

"Kinetic distribution is too narrow." Tony Stark's voice spoke, the armor rueninf its head towardtowards the pink haired young woman. "A single punch would cause an intense backlash and at least shatter his arm." Immediately Hatsume turned pale at the statement, the grin age had stuck on her face as she processed the new information.

Mei turned herself around slowly. back down to the arm guard on the table. "O-Oh...Right..." she mumbled to herself, letting out a quiet laugh.

From behind the power armor stepped closer, holding onto the piece of equipment in its hand as the AI spoke. "The last thing he needs is to brebreak his arms again. Either we dial back the distribution or widen the impact radius. Less backlash." the armor then placed the gear on the table.

Rescue turned its head towards the young woman, scanning her up and down. She had lost her smile in thought of the statement. But was soon snapped out of it when A.D.A.M spoke.

"So you aren't Peter's girlfriend?" he questioned, out of the blue.

Immediately Mei perkes up, putting on her grin as she turned to face Rescue. "Girlfriend?! No, not at all! I don't have time for such trivial things!..." she waved it off.

Rescue tilted its head. "Your heart skipped a beat, ya know. When I popped the question, just like this morning." A.D.A.M stated plainly. "Combine that with what you said this morning to Peter, and that's one of the only logical conclusions I can come to."

Immediately as A.D.A.M pieced the clues together in front of her, Mei once again went pale, eyes wide as ever, falling completely silent as Rescue put its metal hands on its hips. "Love, some would call it. Love at first sight, even."

For a moment the AI could've sworn the scope-eyed inventor's heart rate had erupted from the normal sixty-five beats per minute to ninety bpms. Combine that with how she was red as an apple as she tried denying it pleaing she heard the 'Love' wrong, and he could safely say he hit the nail dead on the head.

While Mei fumbled and squirmed against her own words to justify these coincidental conditions to A.D.A.M, and more importantly herself, the blue and silver armor lifted its hand up, and gently placed it on her head. She stopped in her verbal tracks, looking up at Rescue.

"Now, I could be wrong and all. It could be nothing. After all you two haven't had a 'True Moment' yet, have you?"

To that she raised a brow, intrigue mixing into confusion. "True Moment?..."

"Yeah...Hard to explain." Rescue craused its arms, leaning against the reinforced table as it looked away. "You just...feel it." suddenly the automated power armor turned its head back her. "Before I...the real me, I mean, got married to Pepper, they had a 'True Moment'. She fell during a big battle, and I felt something in me. I lost a part of me I didn't know I had..."

Mei stared as the AI spoke of its original's past event, attempting to think back on a moment she had with Peter just like that, or even just close to that. And her mind trailed back to one. On his first day at school, when she accidentally blew the metal door from its hinges using Captain America's gear. "In that moment, I just changed...for no reason. I realized, if there was one important thing in the world, to me, it was her. And I would do anything to protect her...Even if I had to die..."

At it was at that moment, with wide eyes, red cheeks and no smile, that it dawned on her. And her cheeks were growing crimson in color as she gulped.

* * *

The warehouse was dark, draft. Tubes and wires laid all over the contrete floor, connecting to lit containers filled with fluids and screens surrounding one man.

There was no seeable skin on him, with a skinny yet built physique, gunmetal black and red plates covering his entire body ressembling the Iron Man armor. Dim orange lights escaping throughout slits along his shoulders, arms, forearms, and down his legs. His eyes focused on the glowing object between his hands through his glowing orange lenses.

Between his hands, tethered and wavering through orange strings of electricity was a ridge crystal, glowing a dim green as it floated between his grasp. In his possession was the Time Stone. The stone snatched away in the Hosu-Elemental Incident from the remnants of the A-17 'Iron-Spider' nanites.

"Stane!" he heard a familiar voice, and slowly turned his head to the side to look over his shoulder.

It was the Black Ant, Eric O'Grady, in full costume. By either of his sides, the black and white spandexed Twice, and a tall slim man with a white and black shell-mask over his face. He wore a black top hat, a yellow feather along with it to match the dark orange buttoned up trenchcoat, which collar rose to the back of his head. In his hand, a cane.

This was Atsuhiro Sako, the small time villain known as Mr. Compress. With his Quirk 'Compress', which allows him to compress an object or person he encounters through physical contact and store them into a marble state.

"Got your pet. Finally." Eric continued, huffing as his silver helmet slid back to reveal his face. He looked towards Mr. Compress, raising an arm and patting his chest. "Let her out." he groaned.

"Well of course! Uh but...perhaps it's beat if we stand back-" Sako spoke, before being cut off.

"Let her out so I can remove it." Stane spoke, lowering one of his arms while the Time Stone levitated above the other palm.

The trio looked towards each other, Eruc raising a brow.

Mr. Compress looked back towards the man, clearing his throat while reaching into one of his pockets. "Very well...ask and you shall receive..." He pulled out a single marble between his fingers, which began to glow a dim light. He tossed the tiny sphere, and before anyone knew it, with a poof and a quick cloud of smoke a body fell on the floor.

Compress and Eric stepped back, below them on all fours a feminine figure. As the smoke cleared it revealed a woman in blood red goo, moving and enveloping her entire body. Her fingers like claws digging into the concrete floor. Her long, slimy tongue dangling from her mouth, with teeth like daggers and white goo on her face ressembling wide eyes.

Immediately she turned her attention to Stane, shrieking at him as she lunged at him. Pulling her arms back with her hand morphing from claws into an axe type weapon, ready to cut his head off. Only to to be hit with a massive orange streak of electricity, blowing her back, right in front of the trio of Black Ant, Twice and Compress.

The three jumped back, Twice more than the others, while the Quirkless Criminal's helmet slid back over his face, raising his fists.

The blood red Symbiote rolled to their feet, laying on her back as she shrilled lowly, her eyes narrowing. Not even a second later did she begin shrieking once more, in nothing more than pain and agony.

Just as the Symbiote was about to get up, before strings of electricity struck into her, causing her to arch her back as she let out a gut wrenching screech.

Slowly Ezekiel reeled hia arm back, the strings of electricity digging deep into the bloody red goo and slowly peelling it off its host. Then without warning he yanked his hand back, ripping the parasite of the girl.

The three watched on in horror as the streaks of orange static energy reeled back towards Stane, entrapping the monstrosity of blood red goo as it wobbled and splashed.

"HOLY SHIT!" Twice shouted, putting both hands on his head, his eyes wide like his other colleagues.

Sprawled on the floor was a young girl, no more than sixteen, with ash blonde hair tied into twin balld with bangs all over her face. Her yellow eyes rolled back with a demented grin on her face with her red cheeks contrasting her fairly pale skin.

This was Himiko Toga, a school girl with an extreme affinity for blood.

"Toga!" Twice yelped as he looked down to the girl as she moaned, her eyes fluttering. He got onto his knees over her, giving a choked up tone as he continued. "Toga, dear! Talk to me! Talk to daddy!"

"Oh~..." the blonde schoolgirl mumbled while pushing her upper body up, in a bit of a haze with her lips giving an open grin. "That was amazing!~"

"Interesting..." Stane spoke as he turned his attention to the raging parasite. "Most other hosts are ripped apart by this one."

"That was so amazing!" Toga jumped onto her feet, giddy like a child on a sugar high. "Again!~ Again!~ Again!~" The other three criminals behind her just stared.

"The hell is with you people?..." Eric muttered.

"Welcome to Earth-112086..." the masked man retorted, turning around and stepping towards a group of small tank, five in total. Each a different color, black, purple, silver, yellow, black and green, and now, with Ezekiel slipping the entrapped goo into the line up, blood red.

"Did you four acquire anything useful?" he questioned cynically.

The Black Ant was the first to step up, pulling something from the utility pounlch on his belt. "Most of those guys' powers were useless...Found a lot of parts though. Looked useful for...whatever you do here..." he tossed small pieces of metal to the ground, and in the blink of an eye it all grew, into a pile of miscellaneous material.

The fully armored man turned back towards the group, tilting his head to the scrap pile. "Not what we wanted, but this can work." he turned his attention back to the stone on the table, picking it up between his fingers.

"But, simply using this stone isn't enough. We want Stain's ideals to come to pass, we're going to need more power. And more Quirks." He turned to look over his shoulder at Toga, who was near the Symbiote tanks, grinning crazily into the blood red goo. "Without ripping them apart. It'll make things easier to transfer the original power from the original to the Nomu. Understood?"

The schoolgirl simply waved him off, staring inyo the blood red Symbiote and it rippled and struggled to escape, tilting her head and licking her lip. "Don't worry, we'll have plenty more time to spend together!~"

"Where's Shigaraki?" Stane turned to the other three. Mr. Compress was the first to answer.

"Why, he's introducing new faces to our casts! At the bar, of course." he spoke in a semi-dramatic upbeat tone.

Stane hummed lowly, looking back at his work on the table. "New subjects." he let out a soft devilish chuckle. "Perfect."

* * *

Before anyone knew the schoolday was over. With extra time to spare, as it was apparently a half day. A breath of fresh air. After rhe sudden increased intensity of these new incidents popping up, it was voted that, until things were under control they'd send their students home early, so there would be less of a chance to put their students in danger. This included afterschool clubs being cancelled until further notice. There was even debate on whether to close the school for summer vacation a week early.

The halls were quick to be filled with the varying studenstudents of varying classes, which included Peter sliding out the door along with everyone else. following suit. He was quick to try and leave. Not because of anything bad, or really relating to classmates, but because of the reoccurring fuzzy feeling he keeps getting.

Evidently this caused that very feeling to come back. Threefold.

Just as he was about to speed-walk down the hall he was met with the growing headache that was the fuzzy tingle down his spine, while a familiar black haired girl of Class 1-B. He immediately stopped in his tracks, even sticking his feet to the floor, causing him to lean forward and lose his balance inches from colliding into her.

She was barely even phased looking up at him, keeping a stoic expression. "Oh, Peter Parker." she spoke softly, as usual as she stared up at him and his face as it grew red. "Hello."

"Y-Yui, hey! H-H-How's it going?!" He stuttered, quick to catch his balance and stand straight in front of her.

"I'm doing quite well, thank you for asking." she intertwined her fingers as she stood straight and composed. "And yourself?"

"Good! Good, I'm good..." he grinned nervously. His eyes wandering away in an awkward manner before focusing back on her as she stepped closer.

"I understand you had another confrontation with another Elemental." She stated, her eyes piercing straight through his. "It was impressive but reckless, and could have resulted in a much worse outcome than originally."

"What? C'mon, I...stopped him...I helped..." he crossed his arms with a nervous chuckle, only for her smile to go away once another voice spoke.

"Helped?! You didn't even slow him down!" Monoma stepped to Yui's side, causing both students to turn their attentions towards him. "If anything you made the situation worse! If anything! But what should we expect from a fame hogging fraud such as yourself?! That'swhy you and your teachers were assigned to 1-A, right?!" he held a smirk on his face as he belittled his actions. Until Kodai swung a closed fist back, right into his stomach, shutting him up immediately with a groan.

"Hey, Monoma..." Peter greeted dryly, putting on a smile as he gave a small wave.

Quickly the Student Council member turned her attention right back to the exchange student, clasping her hands back together. "How are your injuries? Are you feeling any better?"

"Uh...yeah, yeah." The exchange student lifted his right, scarred arm. "This hasn't broken yet..."

"And your torso?"

"Oh, fine...Healed up faster, believe it or not..." Peter crossed his arms in an attempt to keep his cool. Which was working, until another fuzzy tingle ran down his spine. The source, or sources, was from behind him. It was Momo, along with Mina and Denki. When he looked over his shoulder at them, he smiled.

"Hey, Spidey!" Denki screamed out, lunging and wrapping his arm around the back of his neck, grinning. "You're still up for tonight, right?"

"Y-Yeah...I think..." Peter looked away from the group.

"What, did something come up?" Mina questioned, stepping up while the lightning bolted blonde stepped back to give some room.

"No. At least, I don't think so..." the Spider-Quirk user rubbed the back of his neck while he shut his eyes with a nervous smile. "I...Don't know whete Momo lives..."

"Hold on," they all turned towards the 1-B student, Yui, as her classmate walkrd off with a gravel. "What's happening at Yaoyorozou's home?"

"Oh, we're doing a mass tutoring session with some members of our class." Momo explained. She then turned her attention back to Peter. "If you want, I can give you directions to my address. Just give me your phone."

"Yeah! Right..." the young man started, before looking away. "I don't really have a phone..."

"Wait, what?!" Mina stepped in, looking up at him lovely black and yellow alien eyes. "But don't you have to contact your Aunt?"

_'Wait, she knows about my-...She's talking about the comic isn't she?' _Peter thought up in the back of his mind while looking down at the girl. He gave a nervous smile as he rubbed the back of his head. "I-I lost it, when I got here...Never got around to getting a new one.."

Momo stepped up, crossing her arms at the young man. "Peter, you know you just have to ask." she smiled softly and warmly. She then, like before, began to unbutton her dress shirt, causing the young American to turn red in the cheeks, beginning to stutter.

"W-W-Wait, you don't have to do that, it's fine, I can buy my own phone-" He rambled on, throwing his hands in the air in a quick act of defense on her actions.

"Don't worry, it's fine." Momo insisted, while her classmate Mina looked away, green in the cheeks with a puff.

It only took a moment, as Yaoyorozou revealed an opening in her cleavage, being covered in a sparkling red light as she stared at the young man, who looked down so he wouldn't see. Cute, she had to admit. "You can look, Mr. Parker." she stated.

In just thirty seconds the device was complete. Top-of-the-line, with a red and blue shell protecting it, semi-military grade. She grabbed it, and handed it over to him. "Here you are. With directions, and our group chat."

"Thanks..." Peter nodding, taking rhe device in hand with a nervous grin. "I appreciate it..." he stated as he slipped it into his pocket. Then suddenly he felt an arm wrap around his. With his face turning completely red he looked over to who it was. Yui, staring straight at him with a stoic look still on his face.

"Let me walk you home." she stated bluntly, much to Mina's dismay. However she stayed silent, glaring at the Student Council member.

"N-No no, that's fine! I can walk myself home, I'm good-" he attempted to declare, only for his words to fall on death ears.

"Then I suppose you'll be walking me home." Kodai replied simply. And once again, his soul was released from his body while he almost fainted.

* * *

_Okay, another fillerish chapter out the way. Mostly._

_Now, here's the thing. About everything going on in this story, it seems to be everywhere. And it is. And some things are going to be so disconnected from each other that of course it will seem like random scenes within each other. And technically they are, all scenes are random from some perspective._

_I don't know what I'm saying, just that I know where I want this story to go, at least up until the end of Training Camp Arc._

_The next chapter will be a side story of Pepper's short time in America, and a lot of stuff is gonna happen. So, please bare with me._

_Also, obviously when it comes to the romance stuff with Peter, Mei isn't the only interest. She's just one of, if not the main one. So yes, there will be Peter x Mina, Peter x Momo, and Peter x Yui, strung with possibly even more._

_The next few chapters releases may vary, with work and school coming back up. That and the incoming ideas of what could happen, that technically shouldn't be there. I may make a separate story for those oneshot events, if you guys want.__Anyway. I hope you guys enjoy. And remember, any and all opinions are welcome. _


	10. Chapter 9-Meanwhile with Captain Marvel

* * *

**_Alright, real quick I wanna apologize for the wait of this chapter. A: This is the longest chapter thus far, B: It had gone through a few rewrites, and C: I have been busy with school, which I've been focusing on for obvious reason! I suppose the hiatus counts as my vacation, except it wasn't a vacation because while i wasn't typing this story, I was typing essays in AP Lang. And I can't multi-task so well. However I'm saying this now, I'm not abandoning this story...yet. Just don't expect the next chapter to come out in the next two weeks. So enjoy, please...I put a month into this.__Please like it._**

* * *

Her memories were often jumbled. She couldn't quite match everything in coherent order, there were holes all over to boot. But, within the last few years by herself she found a fine memory that she could come back to.

On a soft rainy afternoon, out on the grounds of the Edwards U.S Air Force base. Yet again, combat training. A capture the flag variant called Snag the Key. A game requiring smarts, precision, and most importantly communication between squad mates. While most squads were able to accomplish such a thing, it didn't come nearly as easy for her.

She was hardheaded, a trait that she had to buffer out if she wanted to fly in the Air Force. And that took a lot of trial and error. And quite a few paint ball rounds to the stomach. A surprise to no one, Danvers and her squad was the first to go out. Not just because of her hotheaded aggression and lack of a plan, but because one of the other teams had one of the best sniper's there, who took them out with little mercy. Ironically enough, Carol was the only one on her team without the splatter of a paint ball on her forehead.

After the match she sat upon a platform, feet dangling on the edge. Her military jacket unzipped to show her black tanktop, both getting drizzled by the soft rain. She was trapped in thought, this was the fifth time in a row that her and her squad had lost. And it was mainly because of her. She was useless on the ground, with as simple a task as grabbing a key! How could she possibly fly an aircraft at this rate? Those thoughts rattled around her head on loop, like nothing else. She was only snapped out of it when she heard the creaking of wood as footsteps came towards her.

It was a man, younger than her by at least six years, blonde slick hair amess by the rain, along with his brownish beard.

"Hey, hothead." Mach spoke, crouching down beside the blonde woman, who immediately groaned.

"What do you want?" she spat at him. His only response was a chuckle.

"Oh, Four words this time! Okay, getting somewhere...Definitely better than 'Fuck off'..."

Slowly Carol turned her head towards him, giving him a glare as she squinted her eyes.

"Okay, did I do something wrong?" Mach questioned, raising a brow.

"Well, first off you shot me-"

"That was the point of the game!" he looked ahead with a smug smile, shrugging as he let out another chuckle.

"Yeah, except you shot me in the chest!"

"Yeah! That was on purpose, by the way." the sniper leaned over to her a bit.

"You better have..." the pilot rolled her eyes as she looked ahead to the training grounds of the base. She rubbed her chest, letting out a sigh. "Cuz that was too painful to be an accident..."

"Well I did want your heart." the soldier spoke slyly. A comment that got no response, as the recipient stared away from him. Unbeknownst to him, her cheeks were heating up just a bit.

"Is that a pick up line? Because it blows..." She stated. Carl Mach slid his feet out, sitting next to her, his feet dangling along with hers as he looked off.

"We should get inside...So you don't get sick." Mach suggested, looking over to the side of her face as she looked down. "Don't want you to get sent back home on something as bogus as a fever."

"Oh look at you, wanting to keep a walking corpse you shot and left to die from catching a cold." she taunted, turning her head to look at him and his smug grin.

"Well...cute corpse." he retorted, looking on at the training grounds.

She didn't know why, but she always found herself coming back to this memory. Especially now, sitting at this metal table, in her metal chair, her hands contained a device binding her hands together in metal covering. In a samm grey room, a silver glass wall in which ahe knew someone was on the other side. She didn't much care however. She was stuck in her memories.

She didn't even notice the door to the room open. Or, more specifically she didn't at all care. Only giving a glance.

She found a surprise in the doorframe, a woman in her thirties, with shoulder length orange hair wrapped into a ponytail, wearing a grey suit and pants.

Carol slowly lifted her head up to her fellow traveller, her binded hands on the metal table as she glared. Not maliciously, it was just a natural expression to her, and the only one she knew to give. "Took you long enough."

"I got here as quick as I could." Pepper replied, sitting down in the chair across from her. "Coming from Asia to the States isn't that easy, you know."

To that, the Galatic woman raised a brow. "You came here from Asia?"

"Yeah." Pepper nodded. under the table her hand stayed close to the smartwatch on her wrist, while the lenses of her glasses filled with information, the camera feed of the room they sat in and the room on the other side of the one-way glass.

She gave the surface of her watch a swipe as she continued. "So what happened?"

Carol simply shrugged. "I don't know. I just woke up and I was underwater..." she attempted to explain. "There was a...purple glow, shining on my fa-"

"Ms. Danvers, lets not talk about that here, right now." Pepper spoke matter-of-factly. Her gaze motioning to the ceiling. the blonde followed her gaze, looking over her shoulder at the camera, staring them both down. "For some reason, your credentials had glitched out. It took us a few hours to get everything back up again, but it's fine now." she smiled, nodding softly.

Carol simply squinted her eyes. She's only been wherever she ended up for half a day at the least, and all of sudden this woman comes in acting like she belonged there. Although, it did seem like shr knew what she was doing. The best thing to do was play along. Of course she didn't do that, but the idea was still there.

"What are you talking about?" the blonde questioned while the orangette looked down at her watch, swiping away at the screen.

Meanwhile behind the one-way glass, the camera monitors to the room, as well as the audio recording went dark, scrambled by some type of disturbance.

The married woman was quick to use this miraculous opportunity. Almost like she caused it.

"That purple light, what was it?" she questioned, leaning over the table with a bit of a concerned tone. "Did you actually see it? Was it a stone?"

"I don't know! I just know I saw it!" Danvers spat out, in a way that seemed out of her control. That was just how she responded, outside of sounding like a machine. "But I don't have it...on me...It was in the water, by a...stadium."

"Was it?...Well now we have a lead on something..." she sighed softly. The business woman then got up from her seat, pushing it in from the side as she eyed her 'employee'. "I'll have you out in a few minutes. Stay there." she instructed, heading for the door. The blonde simply huffed.

It was an hour before they both got to work completely. As promised it only took ten minutes to get her out of Carol out of Chicago Police custody. The rest of the time was devoted to getting the blonde back to full strength. Somehow, she felt weak, something that may have been contributed by her interdimensional travels, or the fact she hadn't eaten anything in hours from her perspective.

They settled down at a fast food restaurant up in the Upper West side. It had a strong resemblance to Burger King, but it wasn't really. The food did taste the same, just...really greasy, which was not a surprise since the squid-man of a cook took up a majority of positions, not just the grill.

The galatic guardian bit into the 'Whopper King' 'King Burger', which was essentially a Big Mac that was somehow cheaper. The business woman simply watched in silence, twirling her fork into the small salad on the table of the booth they sat at.

"Mm! Okay, that's good." Carol seemingly moaned in part of her tasttastebuds being pleasured. her mouth was also full, so what she said came out muffled. Obviously while she was out in space her course etiquette took a hit. "I mean, its not as good as fried Flb'dbi tentacle, but it's surprising really close."

"Carol, can you please swallow before you speak?" Pepper suggested as she continued to stare, her tone full of low disgust at her poor table manners.

Hearing that, the blonde immediately shut her mouth, swallowing her chewed up food with her mouth closed, before picking up her small soda. She then took a sip to clean her mouth some, before swallowing again. "Okay, so...there's a bunch of monsters running around, probably looking for the stones..."

"It's a possibility. Given the sudden frequency of the attacks..." Pepper replied.

"And, while they're doing all that, you, that Captain guy and the weird girl in red are teachers at some school in Japan...teaching kids to be heroes..."

"As crazy as it is..."

"And why would you do that? Seems like a really bad time to pick up teaching with the imminent threat of two universes crashing into each other." Marvel pointed out, leaning into her seat.

"Actually, I don't think it's happening any time soon." the orangette put her hands together. "I mean, you just showed up."

"Okay." the blonde shrugged, looking away for a moment before focusing back on the Iron Maiden. "Meaning what?"

"Remember what Janet Van Dyne said? about the Quantum Realm changing itself on a whim?"

Carol looked up un thought of that, squinting her eyes at that. Nothing. Then again, she didn't understand a thing Hank, Janet, Tony or Shuri said about the subject. "Nope." She shook her head.

"Okay...We were in such a hurry we didn't think about the varying time distribution between us. We entered the Quantum Realm at the exact same time, but because of varying timespan we ended up not just in different locations, but also weeks apart!" Pepper explained as best she could.

Her partner didn't understand a thing. Well, she did, but not all that well.

"So we came in at the same time, but came out at different times." Carol simplified, reaching to the small paper basket that held her fries. All she got was a sporadic sigh and nod. "Why didn't you just say that?"

And it was at this point that this point Pepper not only realized how much she was disappointed it was this woman and not her husband, but that this same woman was a narcissist. Even if she didn't think so, the blonde was definitely full of herself.

The businesswoman let out a breath, gently leaning the side of her head into her hand and shutting her eyes. "You said that light, it was by a stadium near the water?"

"Yeah." Carol nodded as she ate her fries and drank her soda.

"Well we should get moving. Before someone else finds it." Pepper suggested, raising her head and slowly getting out of her seat. "We don't need a fisherman accidentally blowing the whole city up."

While Pepper stepped away from the table to the counter of the food joint to pay the bill, Carol squinted her eyes in thought of that last part. "What's a fisherman?..."

* * *

After Carol's refueling the two set out to the streets of Chicago, somehow fitting in surprisingly well. As far as a businesswoman and a blond in a red blue and yellow suit was concerned.

They made their way to where the stone seemed to be. Only to realize that it wasn't a stadium near the water, but an aquarium just by the water.

The two women made their way to the Shedd Aquarium, walking along the path packed with citizens, some passers by, and some in a line by a fold-up table with a familiar old man sitting, with the mustache of a legend and the aviator glasses to boot. On the table, the refined Golden Age 'Marvel' comics. Something that caught Carol's eye.

While Pepper made her way past the line of citizens the the corner of the path, the blonde stopped in her tracks and stepped towards the table, not even minding the line of people or their reactions to some woman in a costume basically cutting ahead of them and picking up one of the paperbacks that read 'The Avengers'.

"Hey! What's the big idea?!" one of the bystanders questioned, immediately getting the heroine's attention, turning towards them with an indifferent expression. "If you want an autograph wait your turn like everyone else!"

"Autograph?" Carol spoke under her breath in confusion, before shaking her head. "I-I'm sorry, I didn't mean to. I just wanted to...see." she attempted to explain. All while her partner was none the wiser.

Pepper adjusted her glasses as her lenses filled with information while she stared down at the water of the lake. Information that was seemingly unreadable as the HUD of the glasses scrambled subtly. Something messing with her systems. And she had a fair idea what was the cause of it.

"Looks like your tip helped." She stated, turning her attention to her side wher she thought Carol was. Only to realize that she was by the crowd of people a few yards away from her, arguing with her. The business woman simply let out a sigh. "Oh you've gotta be kidding me..."

"No, I just wanted to see these...what are they?" Carol questioned in a confused sense, pointing to the Avengers comic in her hand.

"That, young lady, is a Marvel comic!" Carol turned around to the old man behind the table, adjusting his glasses with a massive grin. "Say...you look familiar. Do I know you?"

Upon hearing that she shook her head in denial, despite she herself coming upon the realization that she had seen him before, both on Earth and Xander before it was torn apart. "N-No, I have no idea what you're-"

"Yeah, I remember!" he interrupted abruptly with a joyous tone. "You're the lady from that whole Kree-Skrull war fiasco!"

"No, no no no! That was...Wait, what?"

Suddenly the Galatic warrior felt a hand on her shoulder, and quickly turned to who it belonged to. None other than Pepper.

"Can you please focus?" she asked in an irritated tone.

"Wha-I am focused, thank you very much. I was jus-"

"Help me with this." was her only response. She turned her attention to the old man, putting on a smile. "I'm sorry, she's...new to all of this."

"Hey, I know that feeling." He shrugged it off. "How're you and your husband doing anyhow?"

To that Pepper stiffened. Because she hadn't told anyone outside of her fellow teachers in Japan about her marriage. Yet somehow this...very familiar man knew about it. Though she was quick to pass it off as just being his Quirk to know things like that.

"Oh, he's fine. Just...away." she nodded with a soft smile. She then turned back to the group of civilians, grabbing Carol by her arm. "We're sorry for the intrusion, we're leaving right now." she assured everyone before pulling herself and her partner away from the small group, even with her small protests.

While the two women made their ways away from the makeshift comic stand, the owner gave an enthusiastic wave, a massive grin on his gleaming face. "Farewell, heroes! Good luck on your journey!" he spoke full of energy. "Excelsior!!"

"I swear, I've seen him before somewh-Ah! Hey!" Carol growled out when Pepper tuggsd her forward into her line of sight.

"Carol! Focus!" Pepper grew a stern and aggressive tone, though not like with Peter and Gwen. "This is important! Or do you not realize our little predicament?"

"I do! I'm just looking around! I haven't seen things like comics before, cut me some slack!"

"I can't! We have a stone right there!" Pepper pointed over the railing of the platform to the water. "There are four more after it!" She shouted out with ferocity. The likes of which made even an intergalactic warrior flinch and step back some as the powerless CEO stepped forward. "I have no idea where they are! And if we can't find them, we're all doomed..."

Carol found herself distraught at that. Not over Pepper, but about what she said. And not just what she said, but the fact that it was true. The situation was dire, and everyone's lives were on the line. Even for an experienced space warrior that was a lot of pressure. And even if she wouldn't show it, she was scared. Scared to fail everyone.

"I don't trust you, not one bit. But I need you to keep your eyes on the ball..." Peppe crossed her arms as she stared at the blonde.

For a moment Carol looked down, nodding softly as she did. "Right...You're right-"

All of a sudden there was a rumble. Like an Earthquake from below them, strong enough to cause the two women and everyone around them to stumble a bit. But just as it came it was gone.

The blonde was left more in confusion than anything, looking atound with a stern battle ready expression. "That was an Earthquake, right?...It's supposed to last more than three seconds...right?..."

"Carol, the stone!" Pepper turned to the waters as it began to ripple, moving in and unnatural way.

Carol turned to the water, as a figure slowly emerged, shaping the lake liquid into a humanoid, faceless figure. A mass of water rose up, forming a hand balled into a fist.

The blonde was ready to go for the stone under the water, but like everyone else found herself caught off guard by the liquid mass being thrust down from above. Thinking quickly she got on offensive defense, her hands swelling with a golden glow as she reeled both of her arms back, before thrusting them both forward and shooting out a hot yellow beam of photons. She gave all she had, but something was off. Her all was weaker than before. And it barely amounted to anything.

The photon blast blew threw the liquid fist, making a hole in it for a moment before it was consumed by more liquid mass.

While everyone, including Pepper ran to shore for cover, Carol stood in dumbfoundment. She quickly glanced down at her hands, still glowing a dim yellow from the blast, before turning her attention to the humanoid tsunami, just in time to feel the impact of its hand hitting her like a truck, with enough force to break the very ground under her feet and send a chunk of the walkway into the water. And Carol along with it.

"Adam! Deploy the M.C.U!" Pepper shouted, slipping out from the small crowd heading to the streets and sliding onto her knees behind a wall, pressing herself against it. "Kinetic pulse Components!"

"On its way! Just hang tight!" A.D.A.M confirmed, while the Water Elemental let out a bellowing whell.

Meanwhile at Montrose Beach the back of the roof to the Stark Technologies private jet opened up in a hexagonal shape, while inside the components and arms moved and twisted at breakneck speeds, attaching and connecting pieces and components to a black and gold armor reminiscent of the Mark 45 armor.

As the machines finished the suit preparations the reactor of the chest along with the eyes lit up a gleaming blue, as its head looked up to the hole above it, immediately blasting off out the jet into the sky. Just as the M.C.U suit got high enough it shut the thrusters of its hands and feet, stopping its ascension and changing directions towards the battle miles away. Turning the thrusters up full power.

Back at the Shedd Aquarium Carol's arm shot out of the water, slamming down onto the obtuse angled platform below the railings of the walkway. She let out a groan as she pulled herself onto dry land, laying on her stomach weakly and wincing some.

"Okay...You got me with that, big guy..." She mumbled under her breath and looked up at the water-made fourty foot giant. There was a dim purple glow moving up its body. The Stone, she was sure of it.

As the behemoth of water slowly stepped away the blonde slowly stumbled onto her feet in a hunched posture, before bending her knees some for a launch. She then shot up, a dozen feet into the air and ready to fly like a rocket. Only to fall face first into shallow water with a groan.

"Urgh..." she growled aggressively into the water, lifting her head up at the monster's backside. Just in time to see a figure fly by. A man in green and gold armor, and a red flowing cape over his shoulders. behind him a trail of green mist. On his head, what looked like a fishbowl filled with smoke. Heading straight for the monster. "What the..."

"M.C.U inbound." A.D.A.M spoke into Pepper's earpiece as she rounded the corner of the wall she hid behind, her eyes tracking the caped figure above while he flew overhead.

"Adam, who is that?" Pepper questioned, and only a second later did she get an answer.

"I'm not sure..." Was his only response.

The caped figure flew fille speed towards the monster's back, lifting an arm towards it with an open palm and shooting out a green ray of energy that blew through it, hitting the purple glow along with it.

As the Water-made monster let out a gargled cry, arching its back, the purple glowing stone was blown out into the sky before flying back into the lake. Only to be caught by the man, flying low on the wate and snatching it as he flew by.

"Gotcha!" He exclaimed, pulling up into the sky before slowing his ascent to a stop. He looked down, opening his palm to see the item acquired. In his palm was the Power Stone, glowing a dim purple. "Amplification...Was hoping for Reality, but this works." Suddenly he lifted his head from the direction of the stone in hand. Something was coming, from below.

Just as he looked down to the water it shot up, rising and forming an open hand to swallow him whole. Quickly the mysterious man shot up higher into the air, out of the water-made hand's grasp before flying back down, past the monster towards land.

With a clank of its metal feet against the concrete ground the black and yellow iron-clad power suit landed in front of Pepper as she ran to the end of the walkway. On its left and right arm silver gauntlets with a purple-ish glow from within the plating. On its back, what looked like silver wings tucked in and down into its back, with sound emitters along them.

Like clockwork the back plating of the black and gold armor opened up wide and making way for Pepper to slip into the suit before shutting tight.

She stepped towards the destroyed platform kneeling down at the crumbling edge and looking down at the obtuse surface below where Captain Marvel slowly stood herself up.

"Are you alright?" Her voice spoke through the suit to the intergalactic warrior.

She just let out a groan, rubbing the back of her head as she stood hunched over. "I was hit...with a tsunami of a hand..." she gave a sarcastic tone. Or, she tried. "I'm doing just freaking dandy!..."

"You're a space goddess, you can walk it off." Pepper simply replied, turning her attention to vast waters and the liquid mass, swinging and shooting arms out from the lake to strike the mysterious caped man, who weaved through it all, shooting green beams from his palms.

"You know who that is?..." Carol questioned while arching her back with her hands on her hips, cracking her spine and letting out a groan.

"Another hero, I think." Peppe stood back up as the two watches the battle in the distance.

"Okay...And what is THAT?!" the blonde pointed towards the humanoid tsunami and turned towards the armored woman.

"Elemental. The water one." Pepper replied offhandedly, stepping off her high ground and landing squarely down on the wet solid ground beside her partner. "We need to help."

"Really? How?" Carol turned to Pepper with a look of frustration mixed with defeat. "My blasts can't hurt it. I doubt yours can either."

"Which means we need a different approach..." Pepper hunched over in her armor, bending over with her silver wings opening up, before blasting off towards the moving fight.

"Alright, time to go big guy!" the mysterious man mumbled to himself while floating backwards after weaving through the Elemental's massive grasp. "C'mon, Potts..." He spun around, flying off towards the pier while the monster followed not far behind.

As he swooped closer to the water, dodging and weaving the monster's advances and firing green beams of energy at the collective mass, Pepper flew high into the air, just above the battle. Just as she flew up into the air she cut off her thrusters, slowing her descent to a stop before elegantly falling back to Earth.

Changing her trajectory straight towards the Elemental her silver gauntlets whirred and twisted up her hands, covering them in plating as she balled them into fists.

The Water Elemental swung its arm back, before swinging it forward towards the Mysterious man, who raised his hands up in defense with visible green mist shielding the impact from himself. Both held their ground, with the caped figure slowly being pushed back with a strained groan.

Only for both to be caught off guard by a massive shockwave, as Rescue built up speed from her descent, combined with thrusters at full speed. She reeled both arms back, purple streaks of electricity pulsing between her gauntlets and wings until she rammed into the collective liquid mass. The moment she made contact and drilled inside the monster, she thrusted her fists together, having built up potential energy in the added components and releasing it all against each other. In an instant the power of the gauntlets was forced against each others, only to immediately disperse outwards inside the beast, spitting it from the inside out with a powerful shockwave.

In a split second a pulse rung out, blowing the Water Elemental apart into nothing but simple water to rain from the sky. The mysterious caprd man was violently blown back, flying past Captain Marvel in the pier and just barely halting his momentum before he ran into and through the wall of the Shedd Aquarium.

Pepper herself was blown towards the waters, flailing around a bit before catching her balance with her thrusters, stabilizing her balance and standing up right in midair. She let out a sigh of relief, before making her way back to the concrete walkway.

Carol jumped up a few feet into the air, up towards the walkway and grabbing onto the edge with a firm grip before pulling herself up onto the high ground. She was wet, but a bit more dried off than before.

The caped man made his way through the hole in the side of the Aquarium building, leviating out into the light before descending down to the concrete walkway just as the armored business woman landed next to her ally.

"That...was interesting..." the mysterious man spoke with a deep base echo through his fish bowl helmet, rotating his right shoulder up and down. "I think I sprained something..."

"Thanks for the assistance." Pepper stated, stepping forwards some and extending a hand for him to take while he got closer. "Holding him off. My associate here had a hard time with it." she continued, turning her head to the side to glare at the wet blonde, who gave a raised brow.

"What? I don't know what happened! I gave it my all, but I don't knowwhat happened! I can't even fly now!" Carol retorted, spreading her arms apart as she did with a scowl upon her lips. Until the man barged in on the incoming argument.

"Well, you did get your powers from an Infinity Stone, yeah?" the man questioned, immediately getting both women's full attention. Pepper's helmet peeled back to reveal a surprised but reserved face, while Carol glared in intrigue on how he knew such a thing. "And this is a different universe. It makes sense. The stones lost a bulk of their power, so naturally any consumer of them got weaker." He put his hands on his hips, tilting his head in his fishbowl helmet. "Am I right? I know I'm warm here."

The two just stared, in a look of either confusion or intimidation. Who was this guy? And how did he know about the stones, let alone that Carol got her powers from one. Pepper didn't even know that, but this stranger did? Wasn't he a native to this world? And...what was with the orb on his head?

"Too much information?" he continued with a quizzical tone. "Sorry, that...That's an old family habit."

"I'm sorry, who are you?" Pepper questioned with a confused look to match her tone of voice.

"Ah! Right, you should probably know who I am..." He nodded, his round helmet peeling away in a digitized blur to reveal his face. He looked to be in his mid-twenties, with hazel brown combed back hair, a perfectly groomed full beard and powerful emerald green eyes that seemed strikingly familiar. Just to Pepper. And it only lasted a second.

"I'm Quin!...tin!" he stated with an awkward grin, extending his hand to hers for a proper greeting, of which she took with little hesitation. "Quentin Beck!..."

"Quentin Beck, huh?..." Carol raised a brow, giving a stern look up and down his body while his and Pepper's hands parted.

"Yeah...that's my name..." he nodded, putting both hands back on his hips as he looked to the two.

"Alright. And tell me, Beck..." the blonde stepped towards him slowly, looking up at his emerald green eyes while pressing a fist against her palm. "Where the hell did you come from and how-"

"Did I know you were from another universe? Intuition, you could call it." he shrugged. He thrn lifted one of his arms opening his palm. In it, the Power stone, glowing a dim purple. "Now, I think this belongs to you."

The two looked down at the stone in his hands, before he tossed it lightly to them. Pepper was quick to snatch it from the air.

"Thanks..." the orangette spoke softly, letting out a sigh of relief. "Really, thank you..."

"Just doing my best." Beck nodded. But soon his smile went away, his tone shifting. "Now, we need to talk."

* * *

Quentin laid everything down that he knew. About his knowledge of the stones and the two of them. According to him they were from Earth-199999, a neighboring universe to his, Earth-199988. In his universe he was also Sorcerer Supreme, or more specifically runner-up...to the fifth runner-up. Still he knew exactly what happened, with Peter's snap and their world's collision course with this one. However he knew nothing about where any other stone was or who was in possession of them.

"Oh that's just perfect..." Pepper sighed in frustration as she paced back and fourth, while Beck sat in a luxury chair by the round windows of the private jet.

"Damn...This is your jet?" the blonde questioned as she looked up and down the cabin.

Her only answer, in a stressed tone, was: "Yeah, you get bored when you're three months ahead of everyone else...Can we just...focus?"

The interior of the plane was pristine, with clean hardwood floors, beneath the, white leather seating and a three inch metal wall in the back, where the 'Modular Circulation Unit' now resided.

"Okay, so what do we do now?" Carol questioned, sitting down on the booth on the other side of the jet with her hands on the table in front of her. "Split up?Leave no rock unturned, twenty-four seven until we just so happen to find another one?"

"No, that'd take too long, you'd all be distorted beyond relief. And anyone who wants to take them for themselves can do so without much of a fight." Quentin explained to the two.

"Which means we can't go alone..." The business woman let out another groan. "We have to stick together...We have to get back to the others

Carol looked up at the business woman, giving a raised brow. "The others...in Japan?"

"Best bet." the Sorcerer chimed in. "Better our ranks the harder it'll be to grab the one we already have." he leaned back in his chair.

"Then its unanimous." Pepper announced, turning away from the two and reaching into her suit jacket to pull out her glasses.

"Wait, I didn't get a say!" Carol stated, while the CEO turned to face her, her glasses on.

"Yeah, but it would be two against one..." she shrugged, while her vision filled with her purple shaded lenses HUD. An incoming call, from Steve Rogers. "Hold on...Adam, set up holograph display." she ordered from her AI. As she turned back around an almost transparent HUD appeared in the middle of the cabin, big enough for both powered-up beings to see while the powerless woman stood.

"Accept call." Pepper demanded softly.

Answering the call, Steve's stoic headshot appeared, filling most of the screen along with other subtle features.

"Steve, is something wrong?" the orangette questioned while crossing her arms. "Did something happen on your end?"

"Scott's gone silent." the Captain stated simply to the other end. "He went to track down the signal Peter gave us this morning, and he hasn't radioed in since."

"Well did you contact Hope?"

"She called me." Steve responded. Pepper looked down, putting her hand on her chin. "He hasn't radioed back in five hours, but the tracker still looks intact so we know where he is."

"If it isn't a decoy?" Quentin chimed into the conversation, and immediately everyone in the cabin turned their attention to him, Carol giving an accidental glare. Immediately the atmosphere changed from tense to tense-awkward. "I mean...Yeah, it might be decoy. And, slash or, a trap to weed you out. But...I don't think anyone really cares for you guys. You're like a bunch of...C-Rank heroes."

Silence filled the cabin, as well as the other end of the call, as the two women stared towards the bearded sorcerer. Carol giving a confused look, like she was offended of being called C-Ranked. But her anxiousness went just as it came.

"Except you. You just got here, so...D-Rank."

Did I say her anxiety went? More, tripled her insecurity.

"Who's that?" Steve questioned, audibly confused.

"Someone else who got stranded here, like Gwen." Pepper explained.

And while she continued Carol turned to Quentin with a confused look. "There are more of...people like you?"

All the while Beck's eyes widened, and he gulped before looking away and mumbling something softly to himself.

"And what about Wanda? Do you know where she is?" Pepper paced left and right between the powered beings.

"She's in homeroom with Peter and Gwen."

"Alright. Tell her to keep an eye on them. I don't really want another anxiety attack until the next Elemental attack..." Pepper huffed. "We'll be back in a few hours, get ready..."

"Right." Steve spoke from the other end. "See you in a few."

And with that, the hud closed, disappearing before the three.

Without skipping a beat the orangette CEO turned around to the two others, walking backwards towards the metal wall as it slid open behind her, revealing a typw of automated workshop storing the Modular Circulation Unit armor.

"Buckle up you two." she suggested, a holographic display appearing beside her while she turned her attention to the suit. "We have a lot of ground to cover. It's gonna get really bumpy..."

* * *

He didn't know why. There was no sense of danger visible. Nothing from his sixth sense alerting him to anything. However he still felt a soft unease. And then it hit him, Peter had a fair assortment of eyes on him. looks of awe from fans, gazes of indifference and annoyance for what he's done in the wake of recent events. A small amount stares suspicion and unease. An odd mix of gratfulness, glee or grievance for the young man as he walked down the city block.

After school had ended Peter immediately went to the Support Course building for his hosts, in hopes he would get her back to her apartment safely. In light of both recent events, and the fact that he knows her internal clock is all over the place, he figured it'd be best to do so, lest something happened to her.

He did get her home, however the walk there was quiet. And for most of the time they were together the girl was red in the face. He didn't know why, it seemed out of character for her. Especially after a day presumably with a sentient armor with Mr. Stark's voice. Even when the two got home he couldn't get a conversation going, since Mei cut him off at most points with nervous rambling before running off into her room for thirty minutes.

After calming herself however she came out of her room to speak to the exchange student in his room, only to barely get out anything. The only thing Peter got was that she wanted his suit, and that she may have cracked a way to get the Healing Unit up and running, which she herself found odd. She wasn't one to care about other people's wellbeing, especially people he just met. She also wasn't one to have a frog in her mouth or feel awkward around people. Yet here she was.

And now here he was, walking down the street of Musutafu. No suit, having switched from his U.A uniform into civilian clothing, a simple red shirt with the Japanese symbols for 'Joker' in big bold and black font, and grey sweat pants, for easier mobility.

He was on his way to Yayarozou's home for the class tutoring session. Though it wasn't going to be the whole class he knew Denki, Sero, Mina and of course Momo would be there. And he knew the time to be there, and decided to leave early.

He figured it'd be best to grab some snacks, since he knew it'd be a few hours working on the material that was literally foreign to him. So he stopped by a small grocery store, grabbing what he assumed were chips and trail mix, as well as what he was guessing was a twelve-pack of soda from the store fridge. Everything was in Japanese and not english he wasn't much sure.

Just as he was about to leave the fridge in the back of the story the entrance flew open, almost off its hinges as three men came in. Though their sizes and clothes varied, the cheap bandanas covering their faces made it clear what was about to occur.

"Open the register!" the tall bulky robber started, immediately slamming his fist into the counter and breaking it beneath him in an attempt to intimidate. Its only result was setting the young American into Hero-Mode behind them.

"Ugh! So tired. And bored. And hungry!" A blonde woman groaned as she stretched her arms up over her head, walking down the street with a look of disinterest upon her clear face. She wore a purple and pale-tan skintight bodysuit, with orange accented stripes running along it to separate the primary and secondary colors. All of which was covered up by a simppe brown coat. On her face a purple domino face mask that gave horn-like protrusions on her head.

This was Yu Takeyama, better known to the public as the Giant Hero 'Mt. Lady'. With her simple power known as 'Gigantification' she has the ability to grow up to sixty-eight feet. Though, she can't grow anywhere between that size and her normal five-foot-four height.

"Hero work is a restless job, Mt. Lady!" the fellow pro hero walking beside her spoke. Though he was far more energetic than he should have been.

He was a tall man with a muscular physique underneath the white skintight shirt and baggy dark blue pants, which were held together by two green lines around his waist like a belt. His head was protected by a white helmet, with a face wide yellow visor that revealed his charismatic grin and his blue, pupiless oval eyes. On his chest, to go with the gold lining running down his suit and padding, a gold crusted 'one million' plated across the chest.

"Especially for heroes like us! That's what my pops always told me!"

To that the blonde rolled her eyes. Not that she was annoyed. Quite the opposite, it was rather refreshing having a hero-in-training was constantly upbeat no matter what. Plus he made her look good in a variety of ways, particularly in the partnership aspect.

"You're father wasn't a Pro the last I checked." she retorted while setting her arms down and her hands in her jacket pockets.

"It still is a quote to remember!" the young hero exclaimed with an optimistic smile. "That and another one. He got it from a comic book character. It went: 'With Great power, comes great respo-"

Suddenly the two heard a crash just a few feet away, as a large bulky body flew through a store door, knocking it off its hinges. The man rolled onto his stomach, seemingly unmoving. He was knocked out, as evident from his body deflating and shrinking to a below average size.

"Oh God, I'm so sorry sir!" They heard Peter's voice, and offhandedly shot each other a shocked and confused expression. "I think we need to call an ambulance..He should be okay-Hey, that isn't nice!" he shouted out, while punches and swings insued.

The two leaned into the doorframe, only to see an aftermath of the fight inside. A line of stands were knocked over, with one of the robber limp against the wall with his face in the floor and his legs dangling over himself, unconscious. Meanwhile the second robber was on the ceiling, tied like a fly in a spider's web, struggling and squirming.

Meanwhile the young man was at the counter, placing the twelve pack and chips on the busted surface with a nervous grin. "Is this soda? I'm sorry, I just really wanna know so I...don't go purchasing... not-soda." he rambled on.

"Hey," both Peter and the cashier turned their attention to the blonde female in the purple and tan bodysuit in the doorframe of the store. "Kid. I know you. Bug-Guy, right?"

"Uh...Spider-Man..." Peter mumbled while veering his gaze away from the Pro. Then he perked up. This may have counted as a second strike, stopping a group of robbers terrorizing a store clerk and causing a bit of minor damage. In the grand scheme of Hero Society would find this very inconsequential but he didn't know that.

Immediately he scrambled to explain himself, stumbling all over himself from the start. "This isn't what it looks like! I mean, unless you thought I just took down a bunch of robbers...B-But I didn't kill them! Just knocked them out! And besides, they threw the first punch. I was-"

"Alright alright cool it Spidey-Boy." Mt. Lady spoke in a bit of an amused tone. "I believe you."

"Say, I've seen you around!" Mt. Lady's partner said as he walked into the shop. A natural smile upon his lips. "The exchange student from America!"

"Right, yeah..." By this point the refreshments had been cleared as being soda, and after paying he stuffed them into his back pack before draping the straps onto his shoulders. He stepped away from the counter, turning to the clerk for a moment. "Do you need any help cleaning? I-I just wanna know...No?...You don't talk that much do you?"

"So you're in the Hero Course?" Yu questioned, stuffing her hand into her pockets.

"Yeah, Class 1-A." Peter shrugged some, before offhandedly turning his attention to the clock hanging on the wall. "Speaking of which what time is-Holy crap!"

"What? What's wrong?" The tall young hero beside the female Pro questioned. The two of them looked up at the clock upon the wall. It was four-seventeen, about thirteen minutes from the class tutoring session actually beginning.

"I'm sorry, I gotta go! I really don't wanna be late!" Peter blurted out, weaving past the two Heroes outside. He ten turned to them as they watched him speedwalk backwards. "That webbing's gonna dissolve in an hour, you guys might wanna call the cops before then!" And with that, the young man turned around, falling into a full sprint down the street and weaving past civilians on his way to his destination.

* * *

"Woah!" Kaminari stared on at a twentysomething foot metal gate in front of them. Sero, Ojiro, Mina and Jiro, along with the addition of Gwen and Bakugo.

Before them was what they all presumed would be the gate in front of the concrete path that would lead to the Yayarozou household, as evident by the family name Japanese symbols on the plating of the concrete ends of the twenty-foot fence.

The thing was, the Yayarozou household was not at all a house. Or, technically it wasn't one house. More like six regular two story houses elegantly put together. Up on the hill in front of the six stood a mansion, about five times as big as any of their houses.

All the U.A students stared in awe, as well as surprise. Except for Bakugo. He didn't seem to care.

"I knew Momo's family was loaded, but I didn't think they were _THIS_ loaded!" Kaminari declared in pure astonishment.

"It's bigger than my entire apartment complex..." Gwen uttered, eyes wide in complete and utter surprise. She didn't know Momo or anything about her family and their wealth, so this was quite the surprise for her. Much like her host being there was a surprise for everyone else.

"Are we at the right house?" Mina asked offhandly, a finger on her pink chin while she stared at the place, obviously intimidated.

"It is the place she said to meet for tutoring..." Jiro replied offhandedly, still taken aback by how big the property was.

"So, do we knock?..." Sero questioned, only to see out the corner of his eye the American blonde bend her knees down some before leaping into the air. With ease she scaled the gate, landing in a crouching position on top of the stone pillar holding the gate up.

"Gwen?! What're you doing?!" Kaminari exclaimed in immediate shock.

"It's fine. Don't worry. I'm just scouting the area out." the American stated woth a thumbs up. "Call Momo so she can let us in."

With that Jiro let out a sigh. "I think I ggot the reason why Bakugo is her host now..."

"And what reason would that be?..." they heard Bakugo's voice spoken through gritting teeth. Immediately rhe punk-rocker jumped in complete and utter fear of her life.

"S-S-Speaking of which, why are you here?..." Sero attempted to defuse the situation while Kaminari pressed the big red button on the control panel wielded into the concrete pillar connected to the gate.

"Because I didn't need her getting in trouble on my watch." the spiky haired blonde spat out.

"His mother asked him to escort me." Gwen chimed in plainly. "Which I expected to be louder than it actually was. Still, how chivalrous." she went on while looking away from the group. All the while her host let out a snarl, smoke escaping his palms.

"SHUT UP!"

"I'm just saying. it's nice that your mother cares so much on your behalf."

A buzz then filled their ears, as Kaminari pressed the door bell. After a moment they for an answer.

"Hello?" a female voice greeted through the intercession. It didn't sound like Momo however, it was likely a maid. "Yaoyorozou residence. How may I help you?"

"Yeah, Class 1-A?" Kaminari started in an attempt to find the right words.

Mina was next to speak, stepping beside her lightning bolt blonde classmate to the intercom. "We're here for the tutoring session?" Nothing else came from the other side.

Jiro got between her two classmates, speaking into the intercom for a quick moment. "Hello? You still the-"

"You're here!" Momo's voice erupted from the speaker without warning, causing the three students to jump while Gwen, Bakugo, Sero and Ojiro gave one another varying looks, mainly a raised brow. "And early too! But that's okay. Please, come in!"

And with that the gates gave way for the six on the ground and Gwen perched up top.

It wasn't long before the seven students made their way up the concrete path to the Yayarozou household, straight to the front door, which were massive double doors instead. And when the door opened, behind it stood their classmate, Momo, giving a radiant smile to the seven.

"I'm so happy you all could make it." she greeted them. Though he was caught off guard by the fact Bakugo was there. Mina, Jiro, Ojiro and Sero were in the bottom twenty of class grades, so they needed help. But Bakugo had the top five highest teat scores in the class. What would he need to be there for?

And for that matter, where was Peter?

The group made their way inside, and while a majority of the group was guided by a maid to where their study session would be held, Mina and Gwen pulled Momo aside.

"Have either of you seen Peter?" Mina questioned the two.

All she got was a shrug from the exchange as she shoved her hands into the pockets of her cargo pants.

"He said he was coming." Momo stated, grabbing her wrist as she spoke. "Perhaps something came up?"

"Can't have anything to do with the teachers." Gwen retorted. "I probably would've been notified about it."

"Do you think something happened? Do you think he could've gotten hurt? He might've gotten in trouble!" Ashido's voice elevated from slight curiosity to that of fear.

She knew that Peter could handle himself a fair bit, possibly better than their top stars Todoroki and Bakugo, but he was still healing. whatsmore he was still young, not nearly as experienced as his comic book counterpart. That being said, if he had even half of the rogues gallery he had in the comics, and they ganged up on him, he was done for. And right now that thought filled her with a heartaching inducing anxiety.

"Okay, if you're gonna think like that, I implore you to keep it to yourself." The blonde stated plainly, tossing the pink skinned girl a glare that itself said enough. 'Shut it and don't make me think about that, you'll be speaking through a machine.' "He probably got caught up with something. Like fanboys. Or fangirls like you."

"She's right." Yayarozou nodded, keeping an optimistic tone to oppose Gwen's neutral stance and Mina's fearful pessimistic tone. "He may have gotten caught up in something-" she continued, only to stop in her verbal tracks when she heard one of the mansion maids call her name. All three girls turned their attention to her, the host of the session giving a gentle smile. "Yes?"

"I believe someone is here for your studying session? The young man from the recent news..." The maid stated, though with a bit of a quizzical look and tone.

Immediately she, as well as Mina and Gwen knew who it was.

"Yes! Please let him in." Momo nodded, before turning to her pink skinned classmate. "See? Nothing to worry about."

"Actually, Miss Yayarozou..." The maid started, only to clear her throat, her gaze lingering from her employer's daughter. "It's better if you come and see."

To that the three gave looks of confusion. Most notably Gwen squinting her eyes ever so slightly.

The maid took the three towards the front door, and opened one of the double doors to look outside.

What they were met with was their exchange student, Peter. An absolute mess like earlier that day. His once combed back hair a mess, smudges of dirt on his face and clothes. Holding onto his arm like a vice was a maid, a blonde with two carbon gauntlets on her wrists as opposed to the usual puffy cuffs.

"Hey guys..." He greeted with a smile, his gaze lowered as he sighed.

"Natilia found him in the back, and thought he was trying to break in." the blonde maid stated in a cold tone. Much to her captive's dismay. Though he kept what was on his mind on the subject to himself. "You know him?"

"Of course! He's one of my classmates." Momo explained. "Didn't he tell you that?"

"Yes." she nodded, still keeping the same cold tone. "But it's my job to keep you safe. I'd rather not take the chance with you near someone of...controversial relations."

To that Mina huffed, stepping up past the Maid and Momo to speak. Only to be cut off by Gwen's sudden hand over her mouth as a way to muffle her words.

"No, he's okay." Momo nodded softly. "Thank you, Ms. Belova. we appreciate your concern." she said with a little bow.

The maid bowed back, and like that let go of the young man, taking a step backwards to allow him his space.

After quickly looking back to her the young man walked up to the porch in front of him, stepping up and through the door.

"Please forgive Ms. Belova..." Momo asked of the young man, letting out a gentle sigh. "She's just very sensitive to others. She's convinced someone's going to come after me for ransom of my father's money." She attempted to lighten up the atmosphere of the halls, letting out a soft chuckle. She wasn't exaexactly joking, but it was nice to she cared so much.

"Well, that'll be awkward when you're a hero, won't it?" Peter raised a brow, cracking a bit of a smile while he looked into the wealthy young lady's eyes. The awkward presence dispelled further from the four, as Gwen watched the two, her hand still firmly on Mina's lips to shut her up.

"I suppose." Momo replied softly, brushing her hanging bangs from her eyesight. And for a faint moment that feeling came back to her male exchange student. That fuzzy tingle down his spine at full force. And he knew the source. The Vice Representative of Class 1-A standing right in front of him.

But just as soon as that feeling came, it went, leaving the young man frozen while Momo turned away. "We shouldn't keep the others waiting!" she stated with a triumphant and determined tone, before walking off ahead.

That was her chance. Mina's moment to swoop in, possibly get a seat beside him. Hopefully help him, she hoped.

But as quick as that hope ignited it was snuffed out, when Gwen put a hand on her shoulder, leaning in and whispering into her ear. "Can you go on ahead. I need to talk to Mr. Tardy."

"W-What?!" Pinky exclaimed in a whispered shout, turning to the blonde with a bit of a frown. "Can't it wait? At least until after the session?"

Her only answer was a glare. And that was all that had to be said. 'Step off so we can talk, or lose your legs for eighteen months'.

At the drop of an imaginary dime Mina's frown turned into a fearful, flustered look. She knew better than to get on her badside. "R-Right..."

With that the acid girl walked off, both flustered that she just missed out on more time with her overall favorite hero, and terrified of his accomplice.

While she walked past Peter down the hall behind Momo the young man snapped out of his sudden train of thought. He took a step, ready to question the pink girl, only for his fellow arachnid to grab him by the strap of his backpack, pulling him close while also holding in place.

"Where were you?" She questioned plainly while looking down at him. There was no visible change in expression, but her piercing emerald green eyes said it all. "We were worried about you. Especially the Ms. Pinky Fangirl." she stated, looking away for a moment down the hall, where their two classmates turned a corner into a room.

"Hey, I'm fine." Peter reached back to grab Gwen's wrist, gently pulling her loose hand from his bag while he shined a smile for her to see. "I was just stopping by a store. I figured I'd grab some snacks for tutoring...And, maybe I stopped a robbery in the process."

"You what?"

"Wel-Hey! It was a kneejerk reaction!" Peter declared, making his way forwatd with his blonde partner following by his side. "I can't just stand by and let something like that happen, knowing I could help!"

"I'm not mad." Gwen clarified. "And I'm not gonna lecture you on it."

To that the young man stopped, turning around to the blonde while squinting his eyes in confusion. "Then...Why are discussing it?..."

"Because aside from popular opinion I do care about my classmates, Peter." she stated, before lifting a hand above his head and giving a single pat. "Now get in there." Not even four seconds later, in one swift motion she spun him around to the open door, before pushing him inside. "Alright, c'mon."

"Yeah yeah I'm going..."

* * *

They knew where he was. Or at least they knew where the signal of his suit tracker was. In one of the many Wards near Hosu City. By the lake at an abandoned building weeks from being torn down. The paint of the exterior were faded greatly, almost indistinguishable from the brick's original brownish red color. The windows, or lack-there-of were cracked, ready to break with just a breath.

Across the street of the old abandoned building, perched atop a roof stood his one of his partner. Carol Danvers, sitting down with her legs dangling, as she looked into her binoculars towards the building. both masked by the dark of the light.

"Okay...No type of activity on the ground...Really no type of anything down there actually." Carol said as she lifted her vision towards the docks.

"Alright, everyone in position?" Pepper spoke into her comms.

Behind the building, on the docks Pepper landed on the concrete ground, between stacks of shipping containers to conceal herself. The armored Avenger wore a matte black and silver armor, a skinnier M.C.U build. Reminiscent of the Mark 40 'Shotgun' armor, this variant was built specifically for stealth and recon missions instead of overall performance like her previous build.

She stepped out from between the containers, looking to her left, and then to her right. No one was around. It was all clear. "Cap? How're you doing?

Down on the ground, in the shadows, slipping through a busted shutter window into the interior of the abandoned building Steve was, fully suited up in a dark blue suit, layered by thin navy blue armor plating in the chest, arms and legs. Wrapped around his forearms the carbon armbands holding the nanites of his shield. "In position. No cameras in sight."

"Alright..." With that, Rescue bended her knees down, sqatting before leaping up several feet inti the air, her feet gently landing onto the surface of the top crate stack. Giving her a better view of the shipping docks. "Hope, do you see anything?"

The Wasp wasn't supposed to even be there. She needed to be in the hospital, resting from the Hosu-Elemental Incident. But she insisted. Even with her injuries. She couldn't stand in the sidelines while her partner was in trouble.

The insect sized hero flew through, having slipped through a cracked window to the second level, her wings fluttering a hundred times per minute to keep her in the air.

Like a fly she flew through the halls, making sure to stay above for better overhead. She searched every room on the floor, changing back to full size as she went through. The first room, nothing. Second, empty. Third, a hole in the floor.

"C'mon, c'mon...You have to be here..." She told herself, opening and closing from door to door to find nothing, and letting out an aggravated growl within each room she looked through.

But in the end it was all for not. As her helmet slid back to reveal her bandaged right cheek and fading left black-eye, she let a sigh, putting a hand to her ear. "He's not on the second floor..." she groaned lowly. But all of a sudden she felt something splat onto her back, a white string of thick silk, a webline. And before she had a chancr to react she was tugged off her feet, and sent flying.

* * *

"Understood." Pepper nodded as she spoke into comms. "Cap?"

"Looking." the veteran whispered offhandedly, looking through the first floor. Almost nothing. From the looks of it the building used to be a storage facility, though emptied out almost completely say for a few boxes stacked up on some of the dozens of the almost three story shelves. And dozen sheets thrown up, hanging from the first level of a specific set of shelves to the fifth.

"What the..." Steve mumbled under his breath, stepping down the aisle of the facility with light and quiet feet. Making his way towards them he couldn't help but notice something. It was the Ant-man helmet and costume, folded neatly on the shelf, next to an opened box of pizza. Which was missing three slices and still warm. It got there recently. Meaning someone was there, and if they weren't anymore, they weren't that far away.

The soldier spun around, getting a good three-sixty degree look around to try and catch anything. Nothing.

Then he heard something. A whisper in the dark, above him. And then another.

He didn't bother to look up, instead focusing his sight to the Ant-Man suit while the rest of his senses focused on his surroundings.

Then he heard a shift. A scrap against the metal shelf, metal against metal. Someone, something was above him.

But just as he was about to make a move, Pepper's voice filled his ear.

_"Steve, you have bogies heading your way!"_ She exclaimed into the comms, while outside she perched atop a light pole. In her vision on the ground a woman in a matte black jacket ran towards the abandoned building. Along with what looked like a blur speeding past them.

"How many?" The blonde questioned. His answer, the massive garage door on the other end of the building being lifted open to let the evening light inside. The captain was quick to lift his arm, as the nanites from his armbands moved, strutured and materialized his red and white starred round shield.

Without a second of hesitation he reeled his arm back, before swinging it out of his grasp, sending it flying through the facility, bouncing repeatedly off the beams of the metal shelves straight towards the opened garage door.

Outside on the top of the nearby building Carol got onto her feet and stood straight, turning towards the master-of-illusions Quentin he reeled his arm back with an open palm while his other arm was in front of him, throwing up the devil's horns hand signal tilted to side. In front of both his hands glowing symbols similar to that of a sorcerer, only a green color with the pyramid eye in the middle. Needless to say it caught Carol off guard, and she didn't see the bigger light projection begind her.

"What're you doing?" she questioned in confusion.

"Real quick, how durable are you?" Quentin questioned, almost in a grave cynical tone while he turned his head to look at her.

The blonde simply raised a brow in complete confusion. "Pretty durable. Wait, you're asking this now?!"

"Yes."

Not even breaking eye contact he balled his open hand into a fist, before thrusting it forward and shooting the light construct into his ally's back and breakneck speed, sweeping her off her feet and sending her flying into the air, straight towards a shutter window of the building, and seeming Steve, at bullet speed. All while hearing her scream at the top of her lungs for everyone in a five block radius to hear.

After he relaxed himself, standing straight and cracking his neck he looked down at the building while Captain Marvel's flying body busted through the shutter glass. His fishbowl helmet covered his head in a digitized blur, filling with mist while the silhouette of a skeleton appeared on the front. "You can thank me later..." he mumbled, a with an echoey deep base after-voice.

Everything had slowed to a crawl for her. Every second for everyone else was the equivalent of five for her. Feeling the air for her turn into a semi-solid force against her body she ran into the facility through the open garage door.

As the veteran's shield was swung towards her she began her maneuver, intentionally slipping herself off her feet onto her side, sliding on the concrete floor as the shield flew overhead. Then with her hand she pushed herself back up, before reaching out and grabbing an edge of the flying disk. She spun herself around while she propped herself back up on her. Then, turning towards the veteran with her arm reeled back she swung the shield with an increased velocity.

Her actions only lasted three seconds to Steve, and all he saw was a blur duck and grab his shield, before chucking it right back at him at highspeeds.

But just as he lifted his hands up, balling them into fists a shuttee window busted in, as Captain Marvel's body flew into the crossfire.

Taking the impact of the vibranium shield to the back she flew back, falling to the floor and rolling onto her stomach with a growl of pain.

"Eh?" The blur died down, revealing a blonde with silver highlights in her mid-short hair, and neon green eyes with the imprint of ticking clocks in her irises.

Looking down at his fellow captain, Steve kneeled down to her, extending his arm to call the shield back to his abands with a whirring clank. "You alright, Danvers?"

All he got was a groan, full of nothing but frustration and overshadowing pain. This was the first time in years that she'd been hurt in any capacity, which she didn't miss a spec of. Slowly she pushed herself up onto her knees, before planting one of her feet into the floor. "What's that shield made out of?..."

All of sudden they heard a thud, the impact of big metal feet against the concrete floor. Both captains looked toward that shelves, to see the back of a humanoid machine, a robot with bright red coated plating and black under-plating. Its figure was thin, long legs crouched, arms just as stretchy. On either of his thighs were 'Caution' stripes, on his right thigh was a firearm resembling a sub machine gun with an extended nozzle. Swiftly it stood straight, turning to the two with a hunched postire, its glowing yellow optical lenses narrowing down at them.

"Okay, big robot, that's a big robot..." Carol stumbled onto her feet, immediately ready to fall on her partner. But she caught herself, putting her hand onto her back with a groan.

"You take the girl, I got the robot." Captain America stated, spreading his legs for a leveled stance while lifting his hands and balling them into fists.

"What, no...I'll take the robot." Carol retorted, lifting her fists up as she got into a fighting stance next to Steve.

"Alright...be my guest." he shrugged, while his partner turned her gaze to the red twenty-three foor tall mecha, swiping its weapon from its right thigh into its grasp, before aiming straight for the two.

Her eyes widened as the massive weapon whirred in the mech's grasp. Carol squeaked. Like a mouse in the presence of a cat three times her size. "Okay big boy...Whaddya got?!"

Meanwhile, moments earlier Daisy opened the garage door of the building. And just as she was about to run in along with the blur she felt herself get swept off her feet, as she was tackled by the flying metal black and silver Iron Man armor coming in out of nowhere.

The two women tumbled onto the ground together, before Daisy balled her hands into a fist and thrust them into Pepper's stomach, pumping a concussive pulse into her armor and sending her flying backwards. With pieces of the now cracked torso plating flying off she tumbled onto the ground until she landed on her feet and slid to a stop, using her hand repulsors as brakes until she halted.

"I don't appreciate you coming for my people like this..." Daisy stated in a gruff, exhausted tone, kneeling down before slowly standing herself up with a hunched stature.

Pepper simply shrugged, standing tall on her two feet. "And I don't appreciate you kidnapping my friends. Where's Scott?"

"What, is he someone on your list? Like Carl Mach?!" Daisy spat at the armored woman, who behind the faceplate narrowed her eyes. "You're gonna have to get through me..."

* * *

Hope let out a growl from the upper levels, squirming in her new confines, pressed against the wall at the end of the barely lit hallway, strung against it by thick strings of white fluids resembling a spider's web.

"Trust me, their's no point struggling. You're staying right here." a young male voice, a bit deep in bass, stepped forward, seeming to appear literally out of nowhere.

A young figure standing five-foot ten, with a bit of muscle on a toned athletic build, in a metallic black form fitting suit covering his whole body, lined with red lines down and across his upper body that resembled web patterns. The miffle anf ring fingers on both his hands were colored a shiny red, as well as matte red thin twin-wrist gaintlets on either arm. Over his face was a mask, resembling Peter Parker's Spider-Man mask, with wide eyes inside a red frame. On his chest a small spider-insignia giving off a dim red glow.

"I saw you coming a mile away." He stated, crossing his arms as the eyes of his mask squinted. "But I don't know why. Care to explain?"

To that, the Wasp let out a low growl, mainly of irritation. But she calmed herself, as best as possible anyway.

Letting out a sigh she spoke. "I'm here for my partner, Scott Lang. His suit tracker lead us here."

"Scott?..." He tilted his head. He knew the name, Scott Lang: The Ant-Man. But he was trying to figure something else out. "Your partner..."

"Hope! Hope Van Dyne!" she blurted out, causing him to fully pull his attention to her. "The...The Wasp..." She groaned as she stated. She hated that codename with a passion.

"I know. I just wanted to make sure." the masked man uncrossed his arms, stepping back a bit. "He's said a lot about you. Good things, I promis-"

"Where is he?!" she spat out aggressively. Something that didn't even faze him.

"Except the attitude." he continued with a cynical tone. "He's out. I don't know where though, Kamala took him and Peni out to get some fresh air."

"Wait, what?" Hope gave a confused look. "But the tracker-"

"Has a fairly unique USN signal. Almost like it doesn't belong here. Just like you and your friends." the masked man stepped forward, looking Hope dead in the eye through his mask, of which the eyes of it squinted. "You're more organized than us. So riddle me this, just what is going on?"

* * *

Outside the building, out on the docks the fight between the armored Avenger and the walking earthquake ensued. And the former seemed against the wall. Both figuratively and quite literally, as Pepprr was launched into the air and through the metal doors of an elevated shipping container with an ear ringing clang against the back of the container.

Leaving a human sized dent she fell onto the floor below, letting out a groan. She looked up at the ceiling of the container and slowly moved her legs to plant her feet into the floor "Why did I choose the least combat efficient suit again?..." she mumbled to herself as she stumbled onto her feet slowly.

_"Hey, it was your idea. How could I have known you'd be taking a woman with concussive pulse waves head on?!" _Her husband's voice spoke into her ears, complete with his sarcastic tone.

"I know, I know..." she groaned, stepping forward with a hunched stature. She took a step through the busted opening in front of her.

Outside, on the ground, Daisy walked through the docks towards her, hunched over as she growled lowly. Her hair in her eyes while she grit her teeth.

_"This isn't good..." _A.D.A.M spoke into her ear. _"Armor integrity's at twenty-nine percent."_

"Can you call any components?"

_"The armor-lock plating's too damaged to attach!"_

"Of course..." Pepper sighed softly. "Put all power into Concussive-Repulsor-Pulse, and eject on my say so." she looked away as she order the AI.

_"Right."_ With that, the armored Avenger made her way to the ground, squatting down before leaping into the air and falling down to Earth, straight towards her opponent.

Daisy was quick to move out the way, rolling inti a ball to her side as Pepper's feet slammed down into the concrete ground.

Quick to roll back onto her feet in a kneeling position she opened her palm, extending an arm out towards Pepper ready to fire another blast. At the same time, Pepper turned to her, raising both hand up as her repulsors lit up bright. Except the both of them instantly froze. Daisy with narrowed eyes, and Pepper giving a look of shock at what she was looking at.

Right there, in her vision stood a man. Awfully familiar in height, facial expression, a black goatee with a bit of grey stubble. On him was a familiar hot red and gold armor, with a glowing blue chestpiece.

Standing before her was her former employer. Present husband, love of her life, and future father of her children. Tony Stark, kneeling right in front of her, somehow, some way.

"Pepper, look at me. Look at me." he spoke. It was the same voice. Exactly. And she had no idea why. How was he even here?

"T...Tony..." She stared on, petrified at the sight. Slowly she lowered her hands, with her repulsors dimming.

"Yeah. It's me, Pep..." He nodded with a small, sincere smile. Slowly he raised his hand from his side, reaching for the cheek of her helmet, until the wrist of his hand was caught firmly by hers.

"How...How are you here?..." She muttered softly, the upper part of her faceplate splitting apart and sliding back to reveal her eyes. Her eyes so filled with sorrow, anguish just seeing him after so long. "Y...You're here!" She whelled, pulling her arms outward and wrapping them around Tony, holding him tight. Already she was on the verge of tears, just being able to see, touch, hold him after so long.

Daisy simply watched, slowly getting onto her feet as she stared in utter confusion and surprised. She didn't know how, or why, but this stranger came out of nowhere, literally out of thin air.

"Where have you been? I've been so worried! Steve was so worried, we didn't know where you ended up or when! We couldn't-" Pepper struggled to speak through her weeps while she cried into her husband's shoulder.

"It's alright. It's okay." he comforted with a soft whisper.

"I missed you...so so much!..." Pepper spoke softly as she held onto him tight, likr she was never going to let go. Until she heard his voice speak words that may very well have broke her heart.

"I'm sorry, baby. I don't wanna go, but I have to." Tony spoke solemnly.

Pepper's eyes shot open, and she inched away some to look him in the eyes. "What do you mean? You're here. We need you, Peter needs you."

"Not yet." he smiled softly. Almost like it was the last smile she ever see from him. Gently he put a hand on the side of her faceplate as her eyes let streams of tears fall down for him to see. Despite her protests, the Stark couldn't stop it, as his touch began to fade, along with his body, in a shimmering dust. "I love you. So much. Keep Peter and Gwen safe. please..."

"W-Wait, don't go! Please, don't!-" Her tone grew desperate as she pleaded for him to stay. All to no avail as she felt his body lose its tangiblity, his body dissipating into shimmering red stardust. "Don't...Don't leave me..." she let out one last plea, her eyes wide and streams coming down her cheeks as she saw red dust that was once her husband blowing away.

The two were shrouded in silence as they were left alone once more, Daisy staring down at the woman covered in power armor. She stepped forward towards Pepper as she regained her composure, raising an opened hand to her. One well precise Concussive blast would snap her neck, though she wouldn't be able to accomplish that task in her state. So one full power blast would have to do. However before Daisy could fire off she heard a voice only she recognized.

"Wait! Ms. Johnson, stop!" a voice filled the air, young and bright, but panicked and frantic. The tipsy woman turned her attention to the source, which was above her with legs stretched a good ten feet upward. her distance was wide by at least ten feet with every step. "She's like us! She's a hero!" the young girl's legs retracted back to normal length, returning to normal height below the drunk standing at five-six.

Her skin was a dirt brown, flawless complexion, her eyes a dark brown along with her shoulder length hair a silky black color. On her a blue unzipped hoodie and white t-shirt.

"Kamala, what're you talking about?" Daisy looked down at her, narrowing her eyes. "Where's Peni and Scott?" she questioned, immediately grabbing Rescue's attention, as the upper part of her faceplate collapsed down to cover her eyes.

"With this guy in a cape and fishbowl helmet! He said I needed to stop you!" Kamala explained, only to look away for a moment down towards rhe armored Avenger. "Is...is that Iron Man?"

Daisy turned her attention back to the woman in black and silver armor. With every second questions piled up for her. Who was this? How did Kamala know her as this 'Iron Man'? Was she really the threat that she foresaw her as?

The black haired woman took a step forward as Pepper stared up at her, shooting herself off from her kneews and onto her feet. But just as the two got closer Kamala's arm stretched between them, before the rest of her body slid in between them.

"He's not the bad guy! He's like me, and Peni, Miles, Scott!" the young woman attempted to explain to Daisy, catching Pepper off guard behind her.

"Like you?..." Pepper questioned, to which the young woman turned towards her.

And it was at that moment she realized the gender of the person in the suit. "Oh, you're a woman...But you're from another Earth, right?!" She asked, getting closer and closer, and causing the Quirkless hero to step back.

"Y-Yeah?...Wait, you're from another Universe too?!"

Daisy was quick to let out a groan of annoyance. She was wrapping her head around the situation slowly, she had yet to figure out how Kamala was even here or what was going on. With a low growl she shouted, getting both lady's attentions. "Someone tell me what the hell is going on! Now!"

"Scott! Where is he?!" Pepper questioned once more, stepping forward some towards the young hero and the Earthquake inducing woman.

Kamala let out a tiny squeak, looking up at the armored woman. "H-He's with that guy with the fishbowl helmet!"

"And who is that?!" Daisy shouted out her question, in need of an answer

* * *

Inside tthe abandoned facility was an all out war. And both captains were being slaughtered.

The speedster set her sights on Steve, nearly overwhelming him with a cycle of furious strikes to the body. Normally her punches would amount to little more than a regular punch, less actually. But utilizing her Quirk each impact was like a bullet that wouldn't penetrate the skin. Each hit leaving an after image with each attack. From a punch across the face, to elbows to the sides and stomach, to kicks in the back in a vicious cycle.

Everything was a blur to Steve, but somehow he noticed something in her afterimage. it was a second, but he saw the figure slide a few inches back and reeling her arm back, before lunging forward and thrusting her fist straight for his jaw.

It was only a split second. But she could see the whole event play out like a movie. Just as Motto threw her punch Captain America lifted his arm up. Everything was set in motion, nothing could be stopped for her. Her eyes grew wide, as the nanites of his arm guards materialized his shield. He raised his arm up, putting his weapon in the way of her fist's trajectory. The impact had the kinetic force of a frag grenade, sending out a loud bang. While the Vibranium shield absorbed the redistributed kinetic heading towards its wielder, Motto was blown back into the air, flailing as she let out a scream.

She was only silence by a flying Captain Marvel, who had been tossed aside like a ragdoll by the red and black mech. When the two women made impact with each other they both let out audible groans of pain, Before falling to the ground with a loud thud with Carol landing on her back and Motto landing on top of her on her stomach, with her feet in her face.

Steve turned his attention to the massive mech standing over him, as it took a step towards him, his glowing yellow lenses nartowed as it got closer. The captain raised his shield, readying himself what would happen next. Something that never came.

Suddenly the twenty foot mech suddenly stopped in his tracks, its lenses widening a bit while it lifted its head up just a bit.

At the same time the sound of footsteps filled everyone's ears, running through the opened garage door as a voice shouted out. It was medium pitched for a little girl, as she exclaimed towards the speedster on the ground.

"Wait! Miss Motto, they're not the bad guys!" A foreign voice exclaimed, that of a girl. Her voice caused everyone to turn their attention to her.

In their sights stood a young girl no older than fifteen years old, with black short hair that was somehow both messy and neat at the same time, with single curved ahoge hair strand on the top of her head, and a red hair clip holding her bangs above her black eyes.

"Peni!" Motto blurted out, looking up from the ground. "What're you talking about?!"

"They aren't with the lightning guy! They're like us, they're looking for their friend!"

Suddenly the group heard a whirring whine, coming from the massive humanoid machine. It was trying to say something, but didn't have any words left to speak.

"Because of Beck!" The young girl replied sternly. "He can explain it better than me. Doesn't seem like hus first time with this..."

To that the red and black let out another whine. Though, this time they could hear words through his vocal static as "_Seriously?"_

"Hey! You don't know how we got here either! So don't 'Serious' me when I might have a pliable source!"

Back and forth the mech and the girl bickered towards one another, like an old married couple over dinner reservations. While they did, the two older women on the sidelines got onto their feet, Motto holding onto the wrist of the gand she used and failed to punch Captain America with.

"What kinda metal is that thing made of?" the speedster groaned as she looked towards the veteran.

"That's what I'm trying to figure out..." Captain Marvel huffed as she looked towards the two, arching her back a bit with a groan.

"Is everyone alright?!" They all heard the voice of Pepper as she and Kamala rushed in. Daisy made her way in behind

them, stumbling just a bit.

"Just peachy..." Carol let out another groan.

"We're alright..." Steve nodded towards the three, grabbing his shoulder gently. "Just a little bruised up..."

"I think I broke my hand..." Motto whined, like a child in comparison to her opponents.

The red and black mech simply gave a thumbs up, its optical lenses nearly closing as its vocal capacitor whirred.

Something Pepper never thought she'd seen in her life. Unless it had golden yellow plating in between the red and black, that is.

"Alright...Where's Miles?" Daisy looked around the room, pivoting her head from side to side.

"Miles?" Carol questioned with a raised brow, only to get an answer from the speedster beside her.

"From another universe. Ya know, got a whole arachnid theme to him?" Motto looked up at the blonde, before turning to the three newcomers. "No seriously, I think I need to go to the hospital..."

All of a sudden they all heard a crash from above. Both the mech and the young girl perked up, the ahoge on her hair straightening upwards at the sudden incoming danger above the group.

Before anyone knew it, a piece of ceiling fell, along with the floor of the room above it. The cause, the man in black and red having been run through it and sent hurling downwards, right into the aisle of shelves. With his lower backside making bone breaking impact with the metal surface of a shelf he fell to the floor, he fell to the floor, his body spinning before landing face first abruptly.

"Miles!" Daisy and Kamala called out to the man, while the blonde speedster ran to his side in a blur, sliding to his side in just under a second.

"You alright?" she questioned the man, who simply growned, rolling onto hus sode and lifting his upper body with a huff.

"My back...Oh my back..." he groaned out, the eyes of his mask narrowing as he winced.

"Yeah, sorry about that." They all heard, turning their attention to the source, as the sorcerer in green lowered himself through the hole in the ceiling, covered some in green mist. With him, the man they were all looking for, Scott Lang, dangling in his one arm grasp, and his insect sized partner, The Wasp, landing on theground and growing to full size. "He was just going to attack me."

"Quentin?" Steve mumbled to himself softly, while his blonde associate spoke up abruptly.

"Where have you been? Could've used your party tricks while I was getting thrown around like a ragdoll!" she shiuted at him, much to the mech's dismay of being called out.

"I was busy. Getting these three." Quentin replied, landing on the ground softly with his green mist dispersing into the air. "Which presented alternatives better than all of you killing each other."

To that the walking Earthquake generator narrowed her eyes. "Killing eachother?" she grumbled lowly, with her gaze inching towards the armored Avenger.

"Anyway, I assume you all know each other..."Quentin continued, dropping his fellow teammate to stand on his own. "Captains, Motto Yohayai, Daisy Johnson, Crawler." His hand gestured to the shorter blonde and silver haired woman, before gesturing to the brunette, and then the massive twenty foot robot. All of which gave a look of confusion.

"Hey! What about me?!" Peni screamed out in a comedic manner from the background of the situation.

"Do we know you?" Daisy questioned while stepping forward, ahead of the others.

"Me? No, not at all." Quentin took a step forward to the group, opening his arms to them some. "I shouldn't exist in this reality. Or any of theirs really." He gestured to the group, specifically the other-worlders that had found their way here. "My name is Quentin Beck. Sorcerer Supreme of Earth-1999988."

Everyone in the room simply stared, giving off looks of confusion, suspicion, awe, or for Kamala and Motto, all three. And the first one to speak up was the youngest of them all.

"Sorcerer Supreme, eh? Then tell us, oh Great Wizard of Oz, just why is it that we found ourselves in a world completely upside down of our own, and how do we get back?!" Peni questioned, with a rather aggressive tone in her otherwise upbeat sounding voice. "Because last I checked, the fabric of reality doesn't tare on its own."

Kamala was the first to chime in, stepping ahead of Daisy and Pepper. "She has a point. Someone or something had to of done this."

"Unless you brought us here." The sorcerer turned his attention behind him a bit, to the arachnid themed hero in black and red, arching his back to pop something back into place. "Is that the case, Beck?"

Quentin simply stood silent, as the eyes of everyone, aside from Steve, Carol, Pepper, Hope and Scott stared him down for an answer. And with each second they grew even more suspicious of who these other-worlders, people who attacked them moments earlier and had the apparent intention of killing them.

This could get messy. Truthfully, no one of his associates knew why he was there, or what his true intentions were. All they knew was what he told them, and it wasn't much.

The fishbowl helmet slid back in a blur to reveal his face, as he took another step. In his right hand a green mist formed, condensed into a ball of mystical energy.

Upon the glimpse of it, Miles, Peni, and the twenty foot mech known as Crawler were the first to react, with two of them ready to jump back and one with his hand on the sidearm attached to his hip. However something was off. Normally when it came to danger, some type of instinct would take over. A sixth sense to put it simply. And none of the three had that shiver down their spine as a result from it.

"Quentin? What are you doing?!" Pepper questioned, stepping forwards, while the walking earthquake machine raised her arm, much to Roger's dismay.

"Ms. Johnson, hold on!" Kamala shouted, taking a step forward towards the older woman.

However, before anyone could do anything a light hit them. A shining green color blindinf everyone's vision the moment the sorcerer opened his hand.

And then it faded, allowing everyone to finally see their surroundings. Nothing but darkness surrounding them. aside from each other, they couldn't see anything.

"What the-" The young Pakistani girl mumbled, taking a look around. Only to be caught off guard by the screaming of the speedster as she zipped around them all in panic.

"What is this?! Where are we?! Are we dead?! Is this the afterlife?! I can't be dead! I had so much life left! I was only twenty-five!" Motto panicked, zipping around and around for any light, only to fail.

Then, a voice filled everyone's ears. It was the sorcerer in green, which seemed to echo from nowhere, like a diety speaking to his followers.

"You aren't dead, Yohayai. No one is dead. This is just a demonstration." He explained, getting a more skeptical attitude from the others.

"Demonstration?" Daisy questioned, raising a brow and putting a hand on her hips. "On what exactly?" she walked forward some, looking up at the black void as she did. Only to run into a body, that seemingly wasn't there before. She immediately jumped back, seeing the sorcerer just a few feet in front of her.

"On what brought us here." Quentin stated, lifting his arm up slowly with an open hand. A green sorcerer's circle appeared by his fingers, as he twisted his wrist.

Suddenly the darkness lit up, by a single orb of light right in front of Peni, causing her to jump back a bit as a result.

"I assume you all know Multiverse Theory right?" Quentin questioned, looking around the black void as he walked toward Peni and the light. All eyes on him.

"The Multiverse theory is the idea that there's more than one universe." Peni explained, looking up at the man in the green cape.

"Which, by us four being here, proves." Miles continued, stepping forward some. "Your point?"

"Each universe in the Multiverse is protected by a barrier of pure concentrated energy." Quentin stated, looking to the orb and grabbing it. "Enough to make it virtually impossible to cross between them."

"Unless you have enough power to break through." Pepper finished.

Daisy just shrugged, looking around to the others. "That doesn't really explain what's going on here."

To that Hope spoke up, doing her best to rationalize the semantics of it all. "Someone used enough energy to break the barriers between our universe and this one."

"They used three Infinity Stones to do it." Scott contributed. Much to everyone else's confusion.

"What's an Infinity Stone?" Miles questioned, the eyes of his mask giving a raised brow expression.

"Oh, it's like a...It's a glowing rock. Like a gem, but not really..." Carol attempted to explain, causing everyone to stare at her as she struggled to. "They're really, really powerful. Like, 'keep our universe from collapsing on itself' Powerful."

"We came to get them back, but we've been having difficulties on it." Steve chimed in to explain.

"That explains the incidents occurring, and at least one of you being there..." Motto tapped her chin with her thumb.

"But it doesn't explain how we got here." Miles spoke, glarong at Beck through his mask. "Care to explain why that is?"

With that, and no other words Quentin lifted his hand up, the orb of light in his grasp, until he crushed it in his palm. Ince he opened it again, images left his palm. Images of not one, not two, but thousands of Earths, all filling their surroundings.

Everyone stared, most, like Carol Kamala and Peni, a bit slack jawed. There were so many of their planets, their homes. Some more notably different than others.

"In the act of using the stones to escape their original universe, they must of blown past hundreds of others, creating holes in each barrier and allowing them to all spread into the current."

"Current?" Kamala asked, scratching her head.

"The current of their universe coming here." Beck stated, gesturing to the Captains, insects and Iron Avenger.

"Wait, you mean to tell me that our universe is coming here?!" Carol shouted out, eyes wide.

"Yes. And in the process hundreds of others will follow." Quentin nodded as he turned his head to the blonde. "You four are simply the first wave of this...Universal Convergence."

"And if this...'Universal Convergence happens?" Daisy questioned once more. Her heart was beating double time, as her mind dreamt up the worst possible outcome in this situation, only to be proven wrong, given something even worse.

"The collision of all the combined universes will create an output of energy a hundred times bigger than the Big Bang, at least-" he started.

"And if that happens we're dead..." Pepper finished, looking down to the void that was the floor.

"Well, is there any way to stop it?!" Kamala stepped forwards, desperate for any type of solution.

"Yes. There are five stones in this universe that should not be here." The sorcerer explained. As he did, images materialized in front of them all. Of the five Infinity Stones. "Space, Time, Reality, Power and Soul. We'll need all five of them, and someone strong enough to bring the back to their original universe."

"We've already got the Power Stone." Carol stated, smiling some. But that smile was soon washed off her face.

"One down, four to go. Except one is taken by Thanos. And another is in position of All For One." Quentin explained, much to everyone's dismay and confusion.

"Thanos? Who's Thanos?" Motto asked in place of her associates.

"The man who caused all this." Steve answered, before asking one of his own. "Who's All For One?"

To that, the Sorcerer simply let out a sigh, looking down. He shut his eyes for a moment as he spoke, much to the dismay of everyone else.

"All For One is the embodiment of evil. The ultimate villain. The Devil..."

* * *

Hours passed since Class 1-A's tutoring session, which while it was useful information about the rules of Hero Society, left someone of a bad taste in his mouth. Everyone was great, minus Bakugo, who cursed up a storm the whole time thanks to Gwen's blunt but sly comments on his intelligence on the subjects at hand. The information wasn't even the problem. While he didn't agree with certain aspects of it, it wasn't troubesome at the moment. Especially since if he needed to act, he had three separate outlets to approve on.

The fuzzy feeling of the night was...The fuzzy feeling. The whole time he felt a tingle down his spine, the same as before. Except this time it was twice as vibrant. It wasn't like his normal sixth sense, which would heighten his reflexes more than before. It actually made him lower his guard, involuntarily. Made him more vulnerable. He was able to realize it happened around Yaoyorozou, but why?

After the session everyone made their way back home, which for Peter meant walking from one corner of town to the other, since his train route was shut down to inspect the infrastructure. He left the Yayarozou household by 7:15 PM, and got back to his host's apartment complex by 8:35 PM. A full hour and ten minutes of walking, that could've been cut down if he had just swung instead. But he didn't want to attract anymore attention. Not that he didn't, anyway.

Once he got to his destination he walked through the double doors, walking through the medium sized lobby, and heading up the stairs ro the third floor his Host's apartment resided at.

He walked to the end of the hallway to the door of her apartment, reaching into his pocket and pulling out the key given to him, sliding it into the keyhole and turning.

And in that moment he noticed something. Two voices in the apartment. One he knew, Mei Hatsume. But the other, he had no idea. It sounded feminine and mature, and the sound of it made Peter struggle to keep from laughing himself.

The young man pushed the door in to aallow himself through, and after walking through the frame he closed the door, allowing him to feel the full force of the laughter echoing through the apartment.

_"__How you doin', good lookin'? I'm doin' good, handsome, how bout you?"_ Peter heard from the living room of the apartment. It was his voice, in use of the stereotypical Brooklyn accent. He could feel blood rush tonhis cheeks from the embarrassment. Because he knew what was being watched, and he cursed himself for doing so in the first place.

On the couch facing away from the young man was the young inventor, Mei Hatsume, legs crossed as she watched what was on the screen. Beside her, a woman, with sea green hair, of which her roots were covered by an orange bandana wrapped around her head.

"No wonder you took this kid in! He's adorable!" the woman spoke, letting out a small gentle laugh.

The young girl tilted her head, looking away and up to the ceiling. "I wouldn't say adorable!..." She trailed of a bit, her own cheeks red as she looked up, a bit of a flustered smile on her face.

That was when she noticed the exchange student behind the couch, walking into her line of sight with a nervous smile. "What? Mei, I'm hurt." He joked.

"Peter!" the scope-eyed young inventor grinned, quickly uncrossing her legs an spinning her body around to face his. Now he could clearly see what she was wearing, a simple white T-shirt and purple sweatpants. "You're back! It took longer than I thought it would!..."

"Yeah, I know..." He looked away, rubbing his cheek with a finger as he chuckled. "I take it you missed me?"

"Eh..." Mei's eyes veered away some at that. She didn't know it, since there was only a few people in the world that she cared enough to pay attention to for more than a minute, but she did miss him around her. Partially because she wanted him to help her test out the new equipment she made for him.

"So you're Peter Parker!" The two youths turned their attention to the sources of the voice, the green haired older woman, as she vaulted over the couch to the other side, right in front of the exchange student. Immediately she extended her hand to him, giving a cheesy grin in the process.

Now he could see her clearly. She was a grown woman, about twenty-eight, with green eyes and sparkling pearly white teeth, as well as a noticeable slightly muscular physique. She wore a sleeveless navy blue shirt with a high collar, currently unbuttoned, allowed a bit of her cleavage to show. On her lower body was puffed shorts, with green and orange pinstriped design. Around her torso was a corset, with smiley-face pins all over it.

This was Emi Fukudado, the Smile Hero: Ms. Joke. Though now a teach of a Hero School to the Southeast, she has had a long line of stylistic success in her career, in terms of apprehending villains in the wackiest or most unorthodox ways possible. With her Quirk 'Outburst' her contagious laughter can make eben the coldest of hearts howl with uncontrollable laughter. Mostly, anyway.

"Nice ta finally meet ya!" She greeted with a mass grin, waiting for the young man to take her outstretched hand, which he had undoubtedly. "The name's Joke. Miss Joke...Don't wear it out!" she stated, taking a serious tone for a moment, before howling out another fit of laughter.

"Uh...Yeah, I'm Peter Parker!...But, you already knew that..." Peter veered his eyes away from the older woman.

"Well of course I do! You're all over the news!" Joke stated optimistically, much like Mei herself. She even followed it up while looking away. "Even if it's for vigilantism."

"Right..." the exchange student huffed, looking down some. Only to perk back up woth her next statement.

"Besides, I always make it a point to know about my niece's boyfriends!"

Upon hearing those very words his cheeks began to burn, growing red as his eyes widened. "B-Boyfriend?!"

It was at this very moment Mei sprung up, flailing her arms in front of the both, a completely flustered grin on her face and a crimson red in her cheeks. "Boyfriend?! I never said boyfriend, he's just the exchange student I'm taking care of, that's all he is!"

However Emi simply continued on, not bothering to look at the two. Almost purposefully oblivious. "I probably shouldn't say 'boyfriends' as in plural. I don't think she's ever been interested in a boy before. Or anyone for that matter!" she turned to them with a soft grin, while Peter went pale, and Mei burned red. "It warms my heart to see she found such a good future husband."

Cue the chibi angel Spider-Man escaping Peter's mouth, while Mei laid into the couch to bury her face into one of the cushions in pure embarrassment.

"Anyways!" Joke continued on, putting both hands on her hips as she smiled down at the young man. "Sorry for the sudden barging in, buuut I'll be staying here for the next few days."

That statement caused the pink haired girl to shoot up from her hiding place in the couch cushions, eyes wide and her girin as big as ever. "Really?!"

"What?! Why?!" Peter blurted out a bit, obviously still flustered by the situation. Even more so when Emi continued.

"You know why, Itty Bitty Spider!" She leaned a bit closer. But as soon as she spoke again her voice held a serious tone. "Someone broke into this apartment last night. They could've hurt my niece."

That was true. The night before someone broke into the apartment and stole something from them. But they could have just as easily gone after him, or worse, her.

"So..." Ms. Joke looked away, her hands on her hips. "I took my vacation days to visit, and make sure she was okay. I'm happy to see you drove the burglar away."

"You got beat pretty easily, though..." Mei chimed in, looking up to the ceiling while tapping her chin. "Clearly you need an upgrade!"

"I was taken off guard." Peter countered, to which his host jumped off the couch, turning away from the other two.

"That's no excuse! Lucky for you I took initiative of cooking up a few babies, just for you!" She turned towards him, grinning like a madwoman. She then looked away for a moment, putting a hand on her chin. "They're prototypes though. Heck, they might not even work!"

Cue chibi Peter with a sweatdrop in the background. "That inspires confidence..."

"I'm sure whatever it is, it'll work perfectly!" Emi encouraged the young girl, giving a thumbs up. "Just like this relationship!"

She didn't get a response to that last comment. As both youth's sould had left their bodies at the exact same time.

* * *

**_Oh BOY I loved and hated making this chapter. Mostly loved, but jeez this took longer than I thought I hope you like it, next chapter is gonna be the start of the Final Exams, where teachers and heroes will be going against 1-A students. But who will go against who?_****_I already have a match up for Peter and Gwen, and Izuku and Bakugo since it won't be with All Might this time. But what about the rest of the class and the teachers of Stark Academy, Pepper, Steve and Wanda? Or even Miles for that matter? Who would you like to see go against who?_****_Just a heads up, I have a fair idea on who's going against who, but I wanna get the people's criticism first. So with that said, it is 5:00 in the morning for me, I have school at 6. I'm going to sleep._**


	11. Chapter 10-Another Step Forward

Screeches filled the dry, tainted air of the abandoned warehouse. Blood curdling, inhuman shrieks of pure agony.

The source, a humanoid figure, male with a muscular but slim physique. Covering his body was a yellow goo, with ever blackening vein like lining running along the surface asymmetrically. The body convulsing, the dagger like teeth visible through its open maw as it floated in a green liquid. Bolts of electricity surging through it as it struggled to escape the monster sized container it was confined in.

In front of it, the man who stuck it inside its prison, subjecting it to this torture. The man that subjected all its unwilling siblings through this pain and agony.

Ezekiel didn't watch, however. His focus was on a computer, his plated fingers tip-tapping all over the key board it was connected to at near inhuman speeds. Upon anyone else's observation, it looked like he was simply typing away randomly. However upon closer registry, one would notice there was a pattern to the lining of code.

He was on task, glued to the screen as he typed away to fill the computer screen with overflowing code. But he halted, only for a moment, when he heard a familiar voice. With a grating double ended tone.

"Yo, Doc! Where does this doohickey go again?" The black and white costumed villain Twice questioned from the other side of the factory, holding up a metallic gasket like device in one hand for the Scientist to see.

"The Anti-matter Subterfuge. And it attaches opposite of the Ion-Convergence tank." Ezekiel instructed with a monotone tone to his voice, turning his attention back to his screen.

"Right! Gotcha!-What's the Ion tank thingy again?"

To that the masked man stood silent, not halting his progress on the program he was creating. Though after the moment he compromised a suggestion. "Why don't you use your Quirk to find out? I'm certain my likeness isn't a one-time use."

"Ah, yeah, well ya see-That ain't the best idea, Doc."Twice seemingly tripped over himself verbally, or more so his personality shifted mid-sentence.

"And pretell, what is the point of keeping you around if you don't increase time efficiency?" Ezekiel questioned, ignorant to the howls of pain coming from the tank.

"Hey, you asked for us, didn't you?" Another voice filled the air, as the head of Eric O'Grady popped up from the other side of the massive machine him and Twice worked on. "Here we are! Working on your gizmo for whatever reason! so cut us some sla-" he shouted out, until suddenly being interrupted by a streak of orange electricity shooting through the side of his eye, sending grey sludge out the other end of his cranium.

"I didn't ask for your input." Ezekiel stated coldly, his arm outstretched with his hand open. As he lowered his hand to his side the body of the Black Ant fell back, seemingly falling apart and losing color, becoming mush as his back hit the floor.

Twice was wide eyed, shocked beyond all belief of what just occurred. This man just killed one of his allies! Or, to be more specific a clone. The real Eric O'Grady was with Mr. Compress and Toga, with the addition of one of their blobs in a tank. But still, he blew a hole through his head!

"I trust the next copy won't possess such a mouth?" the masked scientist questioned, not even bothering to look at him as he returned to his computer. Much to Twice's dismay. For once he didn't reply with anything. No back and forth contradiction, no witty snark. Just terror.

"I take your silence as confirmation." Ezekiel concluded. "It will take thirty more minutes until Subject Three has completed Bond Synthesis with its host. After that, bring in Muscular for his treatment."

* * *

Daisy slammed a folder onto the eooden surface of the desk in front of her, in her small room. A room that wouldn't classify as an office, but did anyway. It barely fit her and the four other people there, Steve, Pepper and Quentin and Motto.

"Okay! Archive this. Absolute Nightmare Files, get on it." Daisy instructed the silver-rooted blonde, sliding the folder to her, of which she took.

"Right..." Motto huffed, and in the blink of an eye left, bolted out the room in a blur.

With her gone Daisy let out audible groan, motioning back into her chair and reaching down towards one of the drawers of her desk to pull open. "Seven years I spent trying to make the world a better place. Seven years! And now it all goes up in smoke because your kid fucked over an entire Multiverse!" Her mumbles elevated into a full out shout towards the three remaining heroes, oulling out a glass bottle of whiskey.

"He thought he was doing what was right." Steve said, stepping up.

"If he didn't do what he did half of our universe would've died." Pepper added, only for their opposition to snap back.

"True true." Daisy replied calmly with a sarcastic tone, before her voice revved back up into that of pure rage and frustration. "So he dammed four universes to a fiery death instead!"

"We can still fix this!" Quentin stated. "We have the Power stone, we just need to gind the other four."

To that, Daisy narrowed her eyes, tapping her glass bottle. "So we have to find four more stones...of which we have no locations or even clues for! And, apparently, one that's in All For One's hands!"

"Hey, c'mon lets stay optimistic here guys." the sorcerer suggested. "It could be worse. All For One or Thanos could have all the other stones."

"Screw off!" Daisy spat at him, twisted the cap of her bottle, and put the end against her lips before letting the liquor flow into her mouth like it was water and she hadn't drank in weeks.

"Okay, okay!" the armored Avenger stepped in front of the sorcerer, looking down at the drunk as she gulped down half the bottle. "This came from us! We will handle it! Alright? It's our responsibility."

"Oh! Oh that's cute." Daisy spat out sarcastically, slamming the glass bottle down and looking back up at the woman. "And how are you going to do that? Cuz it doesn't look like you have a way to track them. None of you do. Am I wrong?"

"You let us worry about that." Quentin chimed in once more. "This is our ball field. Just keep this under wraps from your big boss and we'll be out of your hair in a few weeks."

The walking wine cooler simply narrowed her eyes at that, giving a look of skepticism. And why wouldn't she? She didn't know these people. Much less did she trust them, considering just a few minutes prior they were all aiming to carve each other's throats out.

But, obviously this entire situation was out of her control. Meaning if she wanted everything to get fixed she'd need to let these other-worlders do their thing and collect these stones. Hopefully without dragging her organization's name down through the mud.

Daisy let out a soft sigh, lowering her head and shutting her eyes. "You get those things as fast as possible, and fix your kid's mess..."

"We will." Steve nodded.

"Now get out of here so I can lose my mind over this shit..." the brunette huffed, not even bothering to give the three her attention after that.

And with that, the group left for the door of the office, leaving through the doorless frame. All except for Beck.

At the doorframe he stopped, looking over his shoulder to the woman sitting at her desk, lifting her bottle of whiskey and ready to pour the contents into her mouth. Only to halt at his voice.

"Ome more thing." Quentin declared, only to recieve an audible moan of annoyance as sge looked towards the sorcerer. "U.A. The hero training school."

"Yeah, the best hero school in East Japan. What of it?" she questioned.

Question simply crossed his arms, looking down at her as he continued. "I need you to do something for me. And before you ask, yes it is for the sake of making sure we don't all die."

"Oh. Great. And what can this lowly peasant do for the great Wizard of Oz?" Daisy questioned sarcastically, to Beck's detriment.

"You could call your old fling. That'd help a lot. It's not needed, but it'd help." Quentin shrugged with a smug look. All getting the woman to quiet herself. "No, what I need you to do is a bit less drastic...But needed. First off, I need you to make a call to the Fitz's."

* * *

The night prior was the same as the first for the two geniuses Peter and Mei. Most of it was preparation for Hatsume's practical exam, but also worked as an outlet to finally restore Parker's suit. Well, as fully as possible.

Their collective tinkering lasted about three hours until the two fell asleep. Or more specifically three hours before Emi made the 1-H student laugh to the point of passing out. Yes, their relationship was healthy. Or at the least, the healthiest either had at the moment.

Peter was the second to awake, alone in his twin bed, tucked under the sheets. Nothing inherently out of the ordinary.

The young man sat up, letting out a soft yawn as spreading his arms backwards to stretch. He then let the dangle in front of him, with his head hanging as he blinked repeatedly to wake himself up.

It wasn't long before he got out of bed. having changed out of the clothes he were a few hours prior and now wearing a plain white T-shirt and shorts. He also noticed something, the U.A issued briefcase right beside the bed on its side. possibly his suit, though didn't know for sure.

He crouched down to the case below, grabbing the handle and leaning it onto its back. After that he placed each hand on either side of the case, flicking the padlocks off and lifting the other end up to reveal the contents inside. And then the door to the room slammed in on itself.

"You're awake!" Emi stated as she looked into the room, causing the young exchange student to jump onto his feet with a startled yelp. It was enough to get a laugh out of the older woman, as she leaned against the frame of the door. "Did I scare you? I thought you could see me coming! Good ol' Petey Tingle?"

To that Peter raised a brow, grown from startled to completely confused. "Petey Tingle?..."

"Yeah, ya know, that early warning Quirk you got." she explained, with a wide grin planted firmly on her face. "That's what Mei calls it."

Cue Peter with a cartoonish sweatdrop and an exasperated smile. "It's just a Sixth Sense..." he deadpanned, much to Joke's delight as she simply chuckled.

"C'mon, I got breakfast for the three of us. So grab a plate and chow down! Cuz you got a big day today, Arachno-Man!" The Street level Pro declared, pointing a determined finger towards the young man in front of her.

All he did was stare silently for a moment, before speaking in a flustered tone. "It's Spider-Man..." he corrected, only to get a wheezed howl from the green haired woman.

* * *

A few hours passed for everyone as they prepared for school, and their exams. All on their own ways. For those like Peter and Izuku it was skimming through the notes on the subject Hero-work and procedures. For those like Denki and Mina it was frantically and desperately attempting to cram the information from last night back into their brains. People like Iida, Todoroki and Momo weren't as concerned however. They were confident enough in themselves that they knew what they were doing both for the written portion and the practical portion.

And eventually they all lead back to their hero academy. All making their way through the open gates and onto the massive campus.

For what seemed to be a daily routine, the arachnid theme hero and his host made his way towards campus together. Except this time the Pro hero Ms. Joke was right by them.

"I mean, yes, the elasticity of it is amazing! But just because you're spider themed doesn't mean you have to use that webbing compound in your wrist bands!" Mei stated as the two walked together.

Peter simply chuckled softly, looking away with a soft smile. "But an entire harness is gonna be a little clunky. And couldn't they get really entangled too?"

"Not my harnesses!" Hatsume declared proudly as she put her hands on her hips, smiling brightly. "Have you watched this year's UA Sports Festival?"

"Eh...No?..." the young man replied quietly, only to jump.

"What?!" Mei hollered out, like she had just found out someone killed her loved one. All the while her Aunt let out a fit of laughter. And their combined disturbance turned all their attention to the three as they stopped their walk through campus.

"Oh Peter," Emi chuckled as she calmed her laughter, patting the young man's head from behind. "Your class was actually at the top of the festival charts. If I'm right, they filled the entire second round qualifiers." she explained, smiling down at him.

"I was part of it too!" The young inventor spoke proudly once more while standing tall, only to hunch over in a depressing manner. "But then I was disqualified..."

Chiming in Ms. Joke leaned closer to Peter, holding a hand up to the opposite side of her face. "She was advertising her inventions instead actually participating." she added with a soft chuckle at the thought. Meanwhile her niece continued.

"I had so many more of my precious babies to show those investors!" Mei huffed, obviously still a bit hurt on that subject, but hid it behind a smile as she shrugged and put her hands on her hips. "But no matter! The greatest inventors in history didn't get where they got easy, right?"

"That's right!" Emi grinned, giving a thumbs up to the young inventor. "After all, the true making of a hero lies in their resolve!" She then turned back to Peter, both hands back on her hips. "That right, Petey?"

"Yeah!" The young man nodded. He couldn't deny, it did bring a smile on his face heading those words. Either that or the contagious grin her and Mei had. Or maybe both.

"Peter!" they suddenly heard, a familiar voice to the young man, while he turned to the direction his name was called from. Only to be met with the pink feminine body of his classmate, arms wrapping around his waist tightly as they both stumbled a bit.

"M-Mina? What're you doing?" Peter questioned, confusion racked in his voice.

"Peter help me!" she wailed, looking up at the exchange student with her big black and green eyes. Immediately the young man jumped into hero mode.

"What's wrong. Is there something going on? is someone hurt?!" he questioned as he looked down at the pink skinned girl.

"I need help going over last night's notes!" Mina blurted out, completely distressed. Meanwhile Peter just gave a single sweatdrop.

He'd figured that was the case, considering their teachers were much more qualified for any emergencies than him.

"Oh...Well we can go over them together, if you want." he shrugged. Of course he didn't think much of it, however Mina's eyes gleamed with joy, for an abundance of reasons. And unbeknownst to anyone one of those very reasons left his host seething with...jealousy?

"Peter! Our classes start soon! We shouldn't daddle! You won't mind walking me to class, will ya?!" Mei blurted out, stepping closer and grabbing the young man's hand with a surprisingly firm grip. Much to his classmate's dismay.

"H-Hey! I'm part of his class, we're going the same place, shouldn't we go to class together?" Mina questioned, her arms wrapping around Peter's waist.

"But we have bunch of new babies we need to work the kinks out of before his practicals!" the inventor refuted without even thinking about it, all while the young man between the two grew red, while his host tugged on his arm. He wasn't the only one.

"W-Wait what?!" Ashido grew wide eyed looking at the pink haired inventor. She didn't really know the girl enough to know what she was talking about.

"Inventions! She's talking about inventions she made for me!" Peter attempted to clarify.

While they bickered the pro hero Ms. Joke struggled to contain her laughter. It was adorable to see her niece play tug-of-war with another girl for a boy.

"Well...you're his host, aren't you? You could've tested them before you got here!" Mina argued, pulling Peter closer to her, just barely.

"Girls-" he attempted to interrupt.

"No, because last night he was with you and the rest of your class, studying for whatever reasons!" Mei countered, pulling the Spider-Quirk user closer to her.

"I know, which is why I need him to help me with these notes!" Mina declared, pulling her classmate back to her.

Then they both felt a blunt force hit both of them on the top of their heads. More specifically a force field pushing down on their heads like gentle fists. It was enough to snap the two girls out of what they had been doing.

"That's enough you two!" They all heard from behind them, all turning their heads to see the Stark Academy Homeroom teacher Wanda Maximoff. Her hands on her hips. She wore black dress pants and a black dress shirt under a red leather jacket. "The last thing anyone needs is him back in the nurse's office."

The young man let out a breath of relief at that. Even though he didn't much know her, and was pretty sure she threw him into the side of a jet at one point, he was glad to see someone who would get him out of this awkward situation.

"You all have exams to get to, so don't waste time fighting for who gets to walk with him to class." Wanda continued, to which both girls nodded, one with a flustered look.

"Okay, how about this," Peter started, to which all the girl's eyes moved their sights to him and his nervous grin. "I'll walk to class with Mina, and we can go over notes. And after the exam I'll come by your workshop to see the inventions you made. Fair?"

To that the inventor looked away, putting her hand on her chin. "No!...But it could work..."

"Good. Now get to class! Don't loiter around!" The witch instructed, putting a single finger up.

With that the three students left for their respective classes. Peter and Mina to 1-A together, and Mei to 1-H all alone with a heart full of unbeknownst jealousy.

The witch simply let out a soft huff watching the three leave, lowering her head. At least until the Joking hero filled the air with her upbeat voice.

"Aye, I know you!" she started, gaining the immediate attention of the Stark Academy teacher. "You were on the news a while ago. Fighting that water giant."

"I wouldn't say I fought it...More held it off..." Wanda shrugged as she looked away.

"Whaddya mean? That thing was massive! And you took it on like a champ!" Emi grinned, giving the young woman a pat on the back. "No wonder Petey's jumpin' at every opportunity to fight a villain, if you're his mentor!"

To that the American hero chuckled softly, looking away with a soft smile. "N-No, I'm not one of his mentors. Not really sure he even cares about me..."

"Oh don't say that! I've only known him one night and I can tell he cares about everyone around him." Joke shrugged with a smile. "But if you aren't his mentor...what are you?"

"Oh, well that's simple." Wanda perked up, smiling at the pro. "I'm his co-teacher for our time here. With Shota-"

"Shota? As in Shota Aizawa?" the green haired woman leaned a bit closer towards the homeroom teacher, while she leaned away some.

"Y-Yeah! Why do you ask?...How do you know?..."

To that Ms. Joke leaned back, looking away with a mass grin as she pur both hands in her hips. "What woman wouldn't know the name of her future husband?!" She stated, before letting out a dramatic fit of laughter. All while the Scarlet Witch stared in confusion. Because Aizawa never said anything about marriage with anyone.

* * *

"So...Engine calves and...a tail..." Carol questioned slowly as she walked through the halls of U.A, in more formal wear than she believe she had ever worn in her life. I. a grey business suit with a plain tight skirt reaching down to her knees...and heels. It was a loaner suit from Pepper, and it was obvious considering several factors.

Beside her, walking along with her was her fellow captain Steve. He wore a bit less formal clothing than the others, a simple blue collared buttoned up shirt and jeans.

"Yeah, I know. I was weirded out the first time too..."

"One of these kids can make spores?" Carol groaned in disgust. Not towards the girl in the files, just the thought of mushrooms everywhere. "That's so weird..." She whimpered, before looking up and towards Steve, as well as his stoic expression. "The power, I mean. She looks nice. Very friendly. A-All of them look like they could make great heroes-"

"Carol, Carol." Steve halted her words as he stopped in her tracks, of which she had as well. "Everything's fine. Alright? You're going yo do great."

To that the intergalactic warrior frowned softly. Easy for you to say, 'Oh Great Captain America'! I never taught anyone before..." she huffed, looking away.

"Trust me, it's as easy as it looks." The Veteran assured, much to her dismay.

"It looks pretty hard!" She groaned softly, lowering her hand to her sides as she scrunched a bit in the face just thinking about it. "The eyes on you? Others desires to learn from you? The way they look up to you?! Ugh, just the thought's enough to give me an anxiety attack..."

With that Steve let out a feint chuckle, putting his hands on either side. "Carol, it's not that bad, I promise once you get used to it you'll be a natural." He stepped forward once more, as he looked back at her, gesturing with his hand for her to follow. "I'll show you. C'mon."

With that he lead his fellow captain further down the hall, to the door of her assigned classroom. Class 1-B. And almost immediately Carol was shaken. "W-Why is the door so big!" She blurted out. Not for good reason, just as a way to vent her overflowing anxiety. "I-Is there a giant guy in there? Is he a student?! Oh GOD my student's a giant!-"

"Carol, it's alright-" Steve started in an attempt to calm her nerves, which immediately failed.

"No, I'm sorry but I can't do this!" the blonde woman blurted, beginning to walk. "I can handle aliens, intergalactic threats, hell even dimension hopping! But this is way too much!" she continued as she sped off swiftly for the exit...

In place.

Steve sighed softly, a firm grip on the back of her collar and easily lifting her entire entire body just a few inches off the ground to keep her from running off.

"You can't just run from your problems, Carol." Steve sighed, to his fellow captain's extreme dismay.

"Like hell I can't!" She looked back with an animalistic growl. Or more so, the desperate breath of prey attempting to escape the grasp of a predator.

She squirmed and struggled viciously, like a cat trying to free itself from its owner's grasp, as she balled her hands into fists, glowing gold with photonic energy. However, as quick as that radiant energy sparked, it was extinguished, and in its place was the shiver down her spine, as well as the feeling of her head burning, like a laser drilling into her skull.

"Ah hem." Spoke a dry, emotionally drained voice behind them. The two turned their attention to the source, their bodies tensing at the sight of him. "Is this one yours?"

In front of the two stood the homeroom teacher of Class 1-A Shota Aizawa, staring them both dead in the eye with beading red eyes. But there was someone else with him. A student out of the bunch like Peter and Gwen. The Pakistani young girl they had met just last night.

"Kamala?!" Carol was the first to blurt out, stopping her struggles to look at the young girl she hung above. "What are you doing here?!" she questioned obliviously, much to both Steve and Kamala's dismay, as the Pro-teacher of U.A was quick to raise a brow at it.

To that Kamala let out little laugh. Though it was obviously forced and filled with nervousness. "Oh, Cap D! I'm in your class, obviously! Ya know, with Vlad!"

"Vlad?" The blonde woman tilted her head in confusion. Which caused the pro-hero to become even more suspicious. In actuality she did know who Vlad was based on what Pepper and the others said about him, but she too busy going through sensory overload to remember.

"You know, Vlad? Your new co-teacher for our time here?" Steve explained. the female captain simply stayed silent, staring blankly and intensely in thought with an intense amount of blinks.

Meanwhile, Aizawa groaned softly, his dry eyes narrowing more as he watched the two, before getting the three's attention with his words.

"What is wrong with her?"

Quickly the Pakistani young girl chimed in, stepping in front of him with a nervous grin and her hands clasped together. "She's just forgetful! She has so much going on she loses track of things easily!..."

"It's illogical." he groaned.

To that the exchange student between the three let out a nervous laugh, turning towards the two captains with comedically blank eyes. It was an obvious cry for help for Carol to simply go along with things for the moment.

The intergalactic captain, out of both terror that she may have just blown their cover by accident, and from this newfound fear of the man before them, let out a nervous chuckle as well. "V-Vlad! Right, I remember now!" she spoke while raising a single finger and tilting her head. "P-Pepper's said a lot about him, I can't wait to finally meet him!"

"Me too!" Kamala chuckled nervously with the blonde woman.

The tired pro simply stared at the three, giving a deadly glare that itself could cut through rock. All the while the three practically held their vreath for what seemed like an eternity under his gaze.

And finally that gaze receded, as Aizawa lowered his head and shut his eyes with an exhausted sigh. "Uh huh. I'm glad you two are excited, I guess..."

Under their breaths the two women let out a huff of relief comedically while the man turned away.

"Alright, stop standing around then. Don't keep your class waiting, Miss Khan." Aizawa spoke as he walked off, stuffing his hands into his pockets.

Watching him walk off the Pakistani young girl looked towards her two other teachers, smiling nervously. "Now I know where Ms. Johnson got ger glare..."

"Kamala, what're you doing here?" Steve questioned, setting his fellow dimension-hopper down to her feet.

"Uh..Well, ya see, Ms. Johnson wanted us to get a better feel of the place, so she asked Mister and Missus Fitz to...hack into your skeleton school database and put us in! For the time being..." The young woman explained. Though in doing so she subconsciously broke eye contact with Steve. Though she was just as confused as the two standing in front of her. Why would Daisy suddenly enroll her in a school after weeks staying cooped into one space?

Steve and Carol both thought that same question. But the more urging phrase came before then.

"Us? Us, what do you mean 'Us'?" Carol asked, stepping closer and leaning in a bit while Kamala stepped back, gulping softly.

* * *

"Mrs. Stark!" Pepper heard as she walked through the halls of the Support Hero Course building. She turned around behind her, smiling softly as she saw the familiar young figure running towards her.

It was Mei Hatsume, with her signature grin. "Mrs. Stark, you're back!"

The Quirkless older woman smjked down at the young girl, speaking for a moment. "Well of course. I wouldn't be a good teacher if I just up and left."

"True! Er, that is true." Mei replied as she came to her teacher's side as they walked. Almost immediately she began on her tangent, grinned ear to ear. "I met your suit's onboard AI! Do you know how he did it?"

"Who?" Pepper turned her head to the young girl, who seemingly jumped in response.

"Your husband! Tony Stark!" she replied. "He said he was based completely off him. Not just programmed to act like him, his code has such unique coding to it, and he's so versatile!"

To that the business woman let out a bit of a sigh. "That's my Tony..." She smiled softly at that. Though it seemed to falter seconds after. She may have been occupied with Peter and Gwen and hunting down the five Infinity Stones, but she was almost getting nowhere, aside from the single stone already in their possession.

And now with the additional threat of this 'Universal Convergence' coming their way, her mind was clouded even more. The whole time, each step asking herself 'What would Tony do? And could I do it too?'

And where was he? That question consumed her thoughts everytime it arose. And it hurt knowing she didn't have an answer. Especially now. She needed him, and so did Peter.

"Mrs. Stark?" she heard beside her, and snapped out of her thoughts. She looked towards the young inventor, who looked up at her as she took off the metallic blue and silver backpack she wore. "You alright? Ya seem all...depressed."

Almost immediately Pepper perked up, smiling brightly for her student. Though it lacked substance behind it, something the young inventor was quick to catch on. She's seen her fair share of such acts of deception. She just never pressed into it. Too much awkward interaction for her.

"It's nothing," the older woman shrugged, turning towards the pinkette with that same smile. "I was just...thinking about something. But I'm fine, I promise."

"Alright!" Mei grew back her grin instantly. "Then we should get going! Or else I'll be late forthe exam!" she spoke with vigor, spinning around and walking towards her destination. She didn't even realize she hadn't given the Rescue backpack back to its owner.

Without much more disturbance the two made their way to Class 1-H, with Mei sliding the door out the way to let them in. The first thing they saw was the teacher's desk, with a small man in a suit, with orange messy hair seemingly covering his vision.

Maijima Higari. The main teacher for first year Support Hero Course students, and effectively enough the host of Pepper Potts for the time being. With his Mutation Quirk: Iron Claws, he can burrow and dig through tough material and terrain. More commonly, dirt and earth.

The Pro Hero Teacher Powerloader looked towards the two women, smiling just a bit towards them. "Welcome back, Mrs. Stark. You enjoy the trip?"

"As much as possible. It was all business after all..." Pepper sighed softly.

"Eh, it could be worse." Mei shrugged while looking away. "You could've destroyed your suit like Peter! That would just be a tragedy!" She was being completely serious with that statement, and both teachers couldn't help but at least chuckle because of it.

"Alright. Now we're just waiting for one more..."

Hearing that Pepper tilted her head in confysion. She then turned towards the small group of students. Because of lack of demand for Support Heroes the classes for them were smaller than main course classes, usually maxing out at ten kids on average. So, why was there all of a suden an eleventh seat in the back?

Suddenly the door to the room opened behind her and Mei, causing her to look back at who had just entered the room. Only to realize who it was.

Peni Parker. The same Peni Parker she and the rest of her team had found out was from yet another universe. Her powers undetermined and her skillset unknown, her one saving grace was the twenty foot red and black mech.

What caught Pepper off guard, however was the U.A uniform she wore, along with what looked like boots instead of the regular shoes.

'P-Peni?!"

"Mrs. Stark!" Penni grinned, jumping forward some as she looked up at her so-called 'teacher'.

"Mei Hatsume!" The pink haired inventor called out, getting both of their attention. While the ahoge haired young girl chuckled, the armored Avenger gave a soft sigh.

"Mei, Peni, go sit down." Pepper said softly, closing her eyes as she attempted to calm herself. "Class should be starting soon..."

"Right!" Both girls spoke out in enthusiastic unison. Both nodding and giving an ecstatic grin. "It's great to have you back, Teach!"

Then they both froze, and quickly spun their heads to face each other in a conjoined state of confusion.

* * *

The walk to Class 1-A, compared to everyone else, was a rather normal turnabout and commute. Peter had simply gone inside the main course building, and went to his class with Mina. His sixth sense wasn't at all rattling the back of his head for reasons he had no idea why. No, that tingling definitely was not the result of running into Momo on his way there. It absolutely was not the fuzzy feeling going down his spine, which for some reason only occurred because of her! And it did not get worse as he got closer to the door of their class!

"Ugh..." He couldn't help but let out a groan, rubbing his temple as he, Ashido and Yayarozou walked.

They were quick to take notice, Momo turning towards the exchange student after putting a hand on the door. "Peter? Is something wrong?" She questioned with a raised brow.

The young American shook his head at that, before looking at her. "No, I'm alright. Just...got a headache remembering last night..."

"Oh!" She couldn't help but let out a soft chuckle at that. "Of course. I understand, it must've been a lot to take in..."

"Nah, not really." He shrugged. "I put most of it into practice, anyway..."

"Against many people's better judgment." Yaoyorozou added.

"Right..." Peter looked away. Of course, she wasn't fond of him going of his way to fight villains on public streets. Much less destructive ones like the Elementals. And even less if he was hurt afterwards.

However she had to admit, she couldn't help but admire such determination to do the right thing. Or was it stubbornness? Either way, he wasn't one to give up on something. He was too driven, though by what she didn't know.

"Oh blah! You were amazing! And besides, we shouldn't think about all that now!" Mina stated.

"You're right." The wealthy young hero-in-training nodded. "We'll ace this test, together!"

"Right!" Peter nodded, and with that grew a bit of a smile.

"Yeah!" Mina grinned. She wasn't the best with tests, but she was sure with Peter's added input before the test that she could at least get a passing grade.

"Are you three done?" spoke a gruff, low voice that held a hint of aggression.

Peter and Mina jumped back some at the sound of the familiar voice, turning their head to see his fellow American classmate and her hothead host.

"Gwen, come on!" He seemingly whined, much to her confusion.

"What?" She questioned with a monotone voice. "Did we scare you guys?"

"A little..." The pink skinned hero-in-training replied with an exasperated huff.

Momo gently scratching her cheek with her finger. "It's fine though. You didn't mean to do it...Right?"

"Right." Her response was practically instant. Her monotone voice getting a sweat drop from the two in front of them. "Anyway, lets get this over with."

"You're eager for a test?" Mina questioned.

"I'm eager for what comes after it." Gwen clarified while stepping forward.

It wasn't long until the door to Class 1-A slid open, allowing the five students inside to take their seats. Except for Mina and Gwen, who switched seats so that Peter and Momo could tutor with the acidic girl last minute.

The minutes flew by for all twenty two students attending the class, brushing up on the subjects at hand. Most notably Midoriya, Sero and Denki. Though, for distinctly different reasons. And it ended with Eraserhead's Co-teacher walking inside with an exasperated sigh.

"Whats with you?" Aizawa questioned, only glancing up at the witch to see her bright red face.

"I met your fiancee..." Wanda huffed, arms crossed and eyes closed. "She's...radiant."

"I don't have a fiancee." The 1-A teacher deadpanned, not bothering to even look up at her once he turned his sight down to the papers in hand. "And I don't intend for that to be the case. Ever."

"Huh. Isn't that ironic. While you insist that, Ms. Joke seems quite optimistic about you two getting togeth-"

"Pass these out." Aizawa interrupted abruptly, as he extended his arm up to her, with exam packets in hand.

The witch didn't say anything, and simply took them. Why ahe was the one passing these packets around, she didn't know. But she had a clear idea.

* * *

Total testing time lasted about two hours. Enough time for the classes of U.A to finish their finals. Some with well earned grins of enthusiasm, some without. some...like Todoroki.

For some like Momo, it was like a cakewalk. For others like Sero, it was...less than that. However, regardless, after this written portion came the true trial of their abilities.

"Uugh..." Ochako whined solemnly, rubbing her temple. She hadn't come in the most enthusiastic of her class, and though she was certain of her answers...she wasn't certain of her answers. The same went double for Denki, Mina and Sero, who all collectively slammed their heads into their desks.

"What's with them?" Gwen questioned while watching the three distressed 1-A student. She found how she did in the exam quite irrelevant to her, but either way she felt good about it. "It's not like it was hard."

Beside her Peter frowned lowly. He knew he at least got a B on the written portion, but it was still somewhat difficult, considering multiple choice moral-based questions. "Some parts were harder than others..."

"In what regard?" the blonde ruened to hee fellow exchange student, tilting her head and narrowing her eyes just an inch.

Just as the young man was about to reply, he as well as everyone else were interrupted, by none other than Wanda.

"Alright! Testing is complete!" she declared to the class in a positive tone, as an attempt to keep an optimistic air in the room. "I'm sure you all did great."

"Their written portion is null and void if the students can't pass practicals." Aizawa immediately chimed in, not even bothering to look up fron his papers.

Swiftly having the wind taken out of her sail, the witch sighed in defeat. "Yeah..."

"Wait what?!" Denki outbursted, getting up out of his seat and immediately grabbing everyone's attention.

"But how's that fair?!" Kirishima questioned with pure confusion in his voice.

All he and his electric blonde classmate recieved was the signature soul piercing glare of their teacher as he raised his vision from the exame on his desk to the class in their seats.

"It isn't fair. It's not supposed to be fair." he said, his tone cold as ever. "Villains won't care about fair. Just like they won't care about the law in their way. Knowledge of the law and procedure mean nothing if you can not uphold it as heroes."

To that, the class went silent. None were surprised, aside from Peter and Gwen. This was the first time either of them even heard his voice, filles with so much conviction instead of seeming so dead inside!

"Any other questions?" He questioned rhetorically. And he, of course, recieved none. "Good. Ms. Maximoff?"

"Right." Wanda nodded, before clearing her throat. She of course got the attention of every other boy before she even spoke. "Testing is finished, officially! So feel free to get up and stretch your legs. In an hour we'll start practical exams!"

"Oh, sweet." Gwen turned her attention to the boy sutting beside her as he almost immediately gathered his things. "Going to see your host?"

"Uhm, yeah..." Peter replied offhandedly, before halting himself for a moment. "Wait, how would you know?"

"Because I'm under the assumption that aside from people in our class and this trip, the only person you know here is your host. Since you live with her now."

To that the arachnid themed young man gave a blank stare.

"What an analysis..." Peter then got up ftom his seat, before walking around the columns and rows of occupied seats.

"Miss Maximoff? I need to head to the Support Course building. I can, right?"

The rookie teacher looked up from her personal desk, which was really a student's desk lined beside Aizawa's. A warm smile lined her face. "Of course."

"Great! Thanks." the young exchange student gave a thumbs up, before stepping to the door of the class and sliding it open.

A select few of the students watched him leave for the halls. One of them, of course being Mina. This was it. Her chance to get him all to herself! She had to take it.

"Uh, Miss Maximoff?" she started, getting up from her seat while raising her hand to better get her attention. "Can I be excused too? I...have a headache and might have to go to the nurses office!"

"Headache, right!" Wanda nodded. She then got up from her desk, fixing the behind of her leather trenchcoat as she did. "If you want I can walk you there-"

"No, no! It's not that bad but I should get it checked out before it gets worse!" the acid girl hastily replied as she mozzied around the bunch of students to the door, pulling it open with a nervous grin. "I'll be back right after I promise, bye!" she concluded, slipping through the opening of the door and closing it behind her.

The witch couldn't help but blink some in confusion. She then turned to her co-teacher, who simply gave an exasperated sigh as he turned his attention back to the exams in front of him.

"Is she...usually like that?"

"Usually perky and hyper or chasing after one of her classmates?" Aizawa questioned for clarification. "Because one of them is a yes and the latter should not be." He then gazed up at the red brunette. "You need to work on your disciplinary skills." he concluded, and with it brought comedic sweatdrop among his co-teacher.

"At least I'm interacting with them..." she mumbled under her breath.

* * *

"Pete!" he heard his name carried by the familiar voice of his classmate. The young man was quick to turn around towards the acid girl as she ran towards him. He stopped in his tracks, lifting his hand for a gentle wave.

"Hey, Minn." He greeted happily. It was enough to make her heart jump.

"Wait, Minn?" Mina questioned as she slowed herself to a stop, raising a brow.

"Yeah...I figured it'd be cool if I came up with a nickname for you..." The young man explained, averting his gaze from her for a moment. He wasn't able to notice the green blush lining her face as he continued. "Ya know, something cute. I mean, everyone else has one. Bakugo calls Izuku 'Deku', a bunch of the guys call Momo 'YaoMo'..."

"Uh...I..." she did her best to compose herself, restrain the green in her cheeks. She simply laughed it off nervously, rubbing the back of her head in the process. "Thanks, Webby! But I already sorta have a nickname..."

"You do?"

"Yeah, of course!" Mina snapped her fingers almost smugly while winking at the exchange student. Then she stopped, looking away again as her fingers went limp some. "I mean...it's my hero name..."

To that Peter simply tilted his head, raising a brow with a mundane smile. "You do know an official name isn't a nickname, right?"

"I know, but coming up with a name is hard! Especially since I'm gonna be called that the rest of my career..." The alien girl whimpered softly. "My first name wasn't too public friendly, and I had nothing else..."

"Oh...Well, alright. Maybe I could help with that?" Peter questioned, hesitant to speak it. But he almost immediately got a response.

"You'd help me?! Really?!" Mina asked, giddy like a child, as she immediately turned towards the young man and leaned closer, until they were practically against each other and he had to step back some. Regardless he kept his composure and smile. Albeit with a bit of red in his cheeks.

"Y-Yeah. I mean, what're friends for, right?" he chuckled softly, looking down at her.

And then, all of a sudden he felt it. That fuzzy tingle running down his spine again. It was almost enough to set him off balance, but he quickly caught himself.

It wasn't much, but Mina could still pick up on it.

"Peter, is...something wrong?" She asked with a concerned tone.

"N-No, not at all!" he shook his head, stepping back some as he did so. It didn't at all calm her nerves.

However she knew not to pry into it. She knew Peter Parker's past. It was the same every time, and if this was related...she didn't want to open such a wound.

"Right...So, where are ya going?..." Sje questioned, clasping her hand around her wrist.

"The Support Course building..." Peter shook his head, regaining his composure and beginning to walk. "Mei said she had some equipment she wanted me to see."

"Oh...right..." Mina spoke with a low growl, looking away from the young man as she walked with him. She hadn't met this Mei until this morning, but if she remembered right, she was the psychopath of the Sports Festival that nearly put Iida in the hospital to advertise her inventions. And, possibly a rival for the young man's heart. "That's the girl from earlier, right?.."

"Yeah, she's my host." Peter stated offhandedly. Much to the dismay of his pink skinned classmate, who's eyes widened in realization. That this potential rival had even more ground then her.

"...What?"

"Uhm...She's my host. I've been living with her since I got here. Although, I guess now it's us and her Aunt now... Mina, are you alright?"

The young man looked towards the pink haired girl, as she let off an aggravated aura. It was obvious she was, as she seemed to be pouting. Rather adorably too.

"Of course! Why wouldn't I be?!" Mina said through gritted teeth, forcing a grin onto her face. "I'm absolutely fine..."

"Uh...Alright..." he nodded hesitantly.

"You know what she's been cookin' up for you?" Mina dug a bit deeper into the subject. She may as well see just how good her products were. Maybe one-up it herself, in some way.

"Not really. The suits fixed, or as fixed as it can get. And she has been trying to enhance my webfluid..."

The two continued to walk through the halls leisurely, both inquiring about the equipment his host had made for his use. With no one else in the way, or behind them, and an entire hour, they weren't in much of a rush.

They didn't notice the man watching from a corner they had passed, in a gray business suit, combed back gelled hazep hair, chiseled beard and emerald green eyes. And a sneaky smirk upon his lips.

* * *

"Motto Yohayai! Level one agent of the Strategic Homeland Intervention! Enforcement and Logistics Division!" The young Silvertip blonde announced with vigor. Wearing a formal business suit and a mass grin as she held a badge in hand. A badge affiliating her with the international Hero-Affiliated agency: SHIELD.

And she was waving it around enthusiastically in front of Hosu's police Station, much to the dismay of those same officers and her associates.

"You're...excited, aren't you?" she heard from behind hwe. the familiar voice of one of her partners. She turned her head and looked over her shoulder to see the young chocolate skinned man who wored the metallic black and red suit, Miles Morales. Now in civilians clothing and carrying a metal crate over his shoulder. With relative ease considering the contents inside it made it weigh nearly a ton.

"Yeah, of course! How could I not, they're Shield!" She set her full attention on the interdimensional hero. "I mean...do you have Shield in your universe?"

"Not anymore." Miles tilted his head some as he spoke. To which caused his partner to tilt hers along with him.

"What do you mean 'Not anymore'?" Motto questioned.

"Well after the subsequent death of my reality's Avengers during the third World War, America needed a sword and not a shield, so they dismantled the organization and created 'The Occupation' , which gathers up enhanced individuals or...Quirk users for a majority of horrid things, and rules over the rest of us with an iron fist."

Almost immediately the young agent went silent, her eyes as wide as the smile frozen to her face out of shock.

"So, yeah. Not anymore." Miles concluded as he shrugged, leaving Motto speechless. Then she heard her name, roared with anger just a few feet away from the door to the precinct.

"Motto!" The thick Scottish accent of Leopold Fitz filled the air, causing the young officer-turned-agent to jump up in fear. Both she and Miles looked down from the steps of the building towards the parking lot, where a black can sat, backdoors open and their higher-ups digging through it. "Supplies! Here!...Help."

"Right!" She nodded, and immediately began to move in a blur, zipping towards the van and grabbing cardboard boxes, before running inside the precinct in the blink of an eye.

And back and forth ahe went and gone, in and out the station to and from the van. And in the middle Fitz groaned lowly as he stepped away from the van towards the building.

"She's an energetic one alright..." A woman spoke with a steady british accent to her words, as she walked out of the doors, which were flung open from Motto's velocity. "First official day on the job and already flaunting her badge."

"She's excited." Miles stated as she looked at the woman, only for the two to turn their collective attention to the Quirkless man walking up the stairs.

"She's annoying..." Fitz huffed. "The quick zigzag all around the place, that I can handle. I could also handle her lack of experience with all of it, but-"

"She's young." Jemma crossed her arms. "She's excited to be picked up by an agency."

"She's an idiot." The scientist deadpanned.

"I wouldn't say that-"

"Incompetent." he deadpanned once more. "And besides, this isn't a hero agency! It's an International bureau. There is a difference!"

Just then they all heard a crash. And turning their heads towards the bottom of the stairs they saw the silver tipped blonde speedster, sprawled on the floor with a box full of components accompanying her with wide cartoonish blank eyes. "I'm okay!..." she moaned as she rolled herself onto her stomach and pushed herself back onto her feet.

Meanwhile Fitz turned his attention back to the two beside him with a look deflated triumph.

"Like I said-"

"I'm going inside before I have an aneurism." The agent declared, walking past Miles and Jemma through the open door of the police station.

His fiancee wasn't far behind, coming inside right behind him. "Wh-Fitz!"

While the two higher agents made their way into the building, Miles stood behind, letting out a soft, almost exasperated sigh. "I really hope the others are doing better..."

* * *

The door to the 1-H workshop slid open for the two 1-A students, one with a soft smile on his face and the other with the look of unease, having stepped into a madwoman's lair. And to their shock, there wasn't one.

"What do you mean what's the problem with that?!"

"I'm saying you can't put a bomb in my robot!"

"Well I mean, it's only a fail-safe-"

"Do you know how hard it was to write the code in there?!"

Unfolding before them was, of course a debate between the young inventor Mei and the new exchange student in class. And Peter could guess it involved hus host trying to force a new invention onto her.

"Mei, what are you doing?" Peter questioned softly, with an exasperated tone. It took not even a second for her to register the question, turning her head over her shoulder to see the young man

"Peter!" Mei called out. It caused Peni to perk up some, with her ahoge wacing slightly. "You're here! How unexpected, but not unwelcome!" she turned around, clasping her handa together with a devilish smirk.

"You asked me to come here!..."

"Yes I did!" the pinkette nodded proud, before turning around and and turning her attention to the cluttered metal table in reach, surrounded by other clutter along the floor. "I made a few new babies just for you, as pet your request."

"But I didn't request anythin-"

"Hold on!" She suddenly interrupted, stepping back from her table and darting her piercing yellow scope-eyes around the surface. Only to find it was nowhere to be found. "I know I put it here!...Somewhere around here anyway..."

As the young Inventor surveyed the surface for her latest invention, Peni shimmied to the side of her fellow exchanged student as him and his classmate watched.

"Hey, can I talk to you?" Peni asked as she looked up towards her counterpart, scratching the side of her cheek. "Just for a moment. Mei won't mind."

To that, the young man tilted his head some. "Alright..." he mumbled in agreement, while the acid girl behind him opened her mouth to speak. However, before she could intervene the smaller girl grabbed Peter by his wrist before pulling out of the room, leaving Mina alone.

Watching the two Parkers walk off almost hastily Mina frowned some. Of course another girl was trying to get in the away of her and the mad inventor alone.

"Okay, you two go then..." She huffed softly.

"Found it!" Mei declared in the background as she stood up, with a satchel in hand. However her wide smile disappeared, replaced with a look of confusion. Against the new exchange student's prediction she immediately noticed the lack of Arachnid themed geniuses in the room.

"Huh? Where'd they go?"

"Eh...They wanted to talk in private..." Mina explained in a low tone as she looked away from Hatsume. She was obviously uneasy about being near her. Even more so alone.

Meanwhile, after the two young exchange students stepped far enough away from the madwoman's workshop Peni stopped. She looked ahead of herself, then behind her down the hall. There was no one around. It was safe.

"So, what did you wanna talk about?" Peter questioned with a raised brow.

With a smile the young mechanic looked up towards him, putting her hands on her hips and looking him up and down. "So...you're the guy, huh?"

"Uh...The guy?"

Suddenly the young man was tuggws forwards, as his tie was gripped and yanked down towards her short level.

"You're the one that SCREWED ME!"

His eyes went wide at that, the only things leaving his lips nothing but stutters. "W-What?! W-what're you tal-"

"Don't play dumb! It's thanks to you that I'm even here!" Peni stated with another tug of his tie. Her voice was full of frustration.

"I-I have no idea what you're talking about!" Peter choked out, and finally pulled away from the death grip that was his counterpart. "Who even are you?!"

With a scowl she stepped closer, causing him to step back un response asher eyes fixated on his.

"Peni Parker! Peni! Parker!"

"Wait, what?!" Peter called out in shock. Pure and genuine. And Peni could see it. "W-Wait, are you?..."

The young black haired girl let out a huff, closing her eyes. "From another universe, yeah."

"So...I guess that means you're here because of me..." Peter sighed as he turned his head away.

"Yup." She huffed lowly and with a groan. "So glad you could accept it so quickly. That means you can get to work on getting me home!"

"What?! How am I supposed to do that?"

"Hmm..." Peni looked up as she put her hand on her chin, like she was in thought. "Not sure. But if I had to guess...with the same things that got us both into this mess!"

Suddenly they both heard the metal door behind them slide open, and with it the voices or the two girls inside.

"No thanks, I'm cool, really!" Mina stuttered out as she backed out the workship, already shaking in terror.

"Nonsense! Everything can be improved on!" Mei replied, like that of a woman on the brink of madness. "It won't even hurt me! After all, I'm doing this for a friend of a friend!"

Both the Parkers turned their attentions to the girld by the door. Both with a sweatdrop forming, but Peter holding a worried look at what was going on. Peni held a simple poker face.

"Huh. I'm actually not all that surprised."

"Mei, c'mon!..." Peter called out as he stepped towards the two to calm them down.

And from afar his counterpart watched. While she did, she couldn't help but feel a smile course onto her face watching. Seeing Peter and Mei and Mina. It brought to mind a story her Aunt told her about her parents, when they were younger. Seeing it played out, warmed her heart.

* * *

The hour passed ar U.A, and with it the time for breaks. Now was the real test. They all knew the ropes, they knew what to do. But now was time for them to truly put this knowledge to the test.

The students of 1-A got set, putting on their costumes and heading towards the exam fields. This was the first time he wore that red and blue costume since the first Elemental Hosu Incident, now that he thought of it. And Mina was completely stoked to see it.

"Wow! It looks just like the comics!" The pink skinned hero-in-training gasped as she looked on at the Exchange student in his Stark suit, jumping around him full of excitement.

"The web patterns!" She blurted our while grabbing into his arm and caressing it, much to his dismay. "

The webshooters! The moving eye thingies!" She grabbed hold of his head from behind, looking down into one of his lenses as it narrowed and squinted.

"M-Mina!..."

"Knock it off." The two suddenly hear from behind them. The same familiar voice id the twenty second student in their class. And just like always she made the two jump with utter ease, with Mina landing in Peter's arms.

"Why! Why are you like this!" she cried out. Though Gwen seemed completely oblivious.

"Huh. So that's what that costume looks like." Kyoka tilted her head while putting her hand on her chin. "Pretty cool. Looks like the guy from that cereal box series."

"Wait, I have a cereal?" Peter tilted his head, widening one of his lenses to give a raised brow to Jiro. His answer came from the girl in his arms.

"Yup! Spidey-Bites!" She nodded with a wide smile. Then she looked away for a moment as she mumbled. "It doesn't exist here anymore though. It didn't live up to Japan's health codes..."

Spidey-Bites didn't live up to many health codes in the world. It was only really sold in America, Canda and certain countries in Europe, on the basis it was far too sugary and unhealthy.

"Yeah, it does look really cool." Midoriya spoke out, stepping towards the exchange student to inspect the suit.

It was mostly restored, except for the right hand. While the arm itself could be sown back together, but the hand had to be remade from scratch. Not to mention there were still burn marks all along his right side.

"And your Mentor made it for you?" The green haired boy looked up at him. "Iron Man, right?"

"Yeah." He nodded. "It's meant to be really durable. Not sure whether all the systems work though..."

"Systems?" Uraraka questioned in confusion. After all, the suit was rather thin. Even with their advances their world was a long way from putting a bunch of tech in a thin suit.

"Mr. Parker! Put Ms. Ashido down this instant!" They all heard Iida in the background.

And hearing that both young students eyes widened, and Peter and Mina almost began burning red in the face, before the young man quickly set his classmate down.

"Awe! They're so cute!" Ochako whined happily as she watched. And without thinking the creation hero let of soft huff.

"I can definitely ship it." Toru chimed in.

"Everyone, focus!" Iida called out once more for everyone's attention, only getting a hostile response.

"FUCK OFF FOUR-EYES, DON'T TELL MR WHAT TO DO!" Bakugo roared out.

"I'd give up." Gwen spoke once more, this time appearing right beside the class Representative. "He's far too stubborn to listen to reason, much less simple instruction."

"Eh...Is now a bad time?..." All of class 1-A looked over to the source of the new voice.

It belonged to their exchange teacher, Wanda, standing just in front of the soor to the building they'd be held up in for training. And her attire had shifted somewhat. Wearing a red leather trenchcoat over her zipped up corset, along with matching red leather pants. And the addition of a red crown on her head, along with the soft smile on her face.

"Woah! Teach, is that you?" Denki was wide eyed at such a sight. Her costume really emphasized her features and assets, to the point the grape boy of the class was almost drooling.

"Those beautiful bouncers...They're calling to me..." Mineta spoke, practically entranced seeing his newest teach in such a costume. Primarily the corset.

He only stopped when he felt the force of a truck slam into the top of his skull, enough to crack the ground beneath his feet. Luckily his bouncy scalp was enough to absorb all the impact, and Gwen didn't put that much effort into it.

"I'm glad you like it." the R-Rated hero Midnight spoke, as she and a good few other Pros stepped through the doors outside. Including but not limited to Shota Aizawa, the Cement man Cementoss, a masked cowboy Snipe, Multiplying Hero Ectoplasm, Powerloader, the Armored Hero Rescue, and Captain America, and..an astronaut? Thirteen

"I did help with the design, after all." Midnight continued.

"If you really like it, thank Powerloader. After all, he made all her new equipment." Aizawa chimed in. "It should make this portion of the exams all the more interesting."

"Interesting?" Jiro raised a brow at that.

"What does that mean?..." Peter questioned hesitantly, only to immediately be taken off guard by the answer. Mire specifically, who answered it.

"Now that is an excellent question, young man!" The principal declared, popping his head out from Aizawa's scarf. The owner wasn't at all fazed. Peter on the other hand was just as confused as everyone else. "You see, the crown on Scarlet Witch's head helps amplify her psionic and telepathic Quirk, since she seems to be having trouble with it."

"And it's quite stylish!" Nemuri chimed in with a bright smile and wink.

"That...Wasn't what I meant."

"You mean Aizawa's other remark?" Pepper questioned while tilting her head. "About things being more interesting."

"Yeah, what did he mean by that?" Ochako was the next to ask. But some of the students were already connecting the dots.

"Why would she be wearing it now though?" Midoriya questioned lowly.

"Not just that, but Rescue too." Todoroki spoke out as well. "She doesn't usually wear it unless she has to."

"Yeah, same for Star-Spangled-Banner." Bakugo growled as he gestured towards the blonde captain in front of them.

"And if that's it..." Momo looked down some as she set her hand on her chin in thought. "U.A is regarded as a hero school that thinks out of the box on occasion."

"True." Thirteen spoke as she stepped forwards. "We thought beforehand about a simple practical. Like your entrance exam."

"But given this classes experience these past few months as a whole, we thought we'd make it a bit fairer." Snipe added.

"Fairer?" Denki mumbled in confusion. "What does that mean?"

"It means. we're your Finals for this semester." Steve slammed his foot down as he proudly declared. Much to the class' shock.

"Wait, what)!" Kirishima blurted out.

"How's that fair?!" Denki questioned frantically.

"We're doomed!" Mina whined.

Gwen simply tilted her head. "Sweet."

"Here's how it works." Aizawa started. "We're splitting you all up into teams of two, and pitting you against one teacher. Ideally, you'll all have an objective to complete. Of course, this objective can be bypassed if you capture your teacher."

"Capture?" Peter questioned in confusion. If that was the case, then this practical should be a cakewalk. After all his webbing was made for such a thing.

"Using these." Ectoplasm's voice echoed while Thirteen pulled out a rather bulky pair of cuffs for all to see.

"In addition we'll all be wearing weighted gear, so we don't overwhelm you." Aizawa added. "But regardless we won't be going easy on you. Understood?"

"Understood!" The class of 1-A responded in near unison.

"Alright, who do I got then, uh?" Bakugo asked.

"Hopefully someone who can drag around that inflated ego of yours..." Gwen remarked bluntly while averting her eyes from him, much to his nitrous oxide fueled displeasure.

"WHAT'D YOU JUST SAY?!" The explosion themed hero shouted towards his exchange student. She didn't even flinch.

"That your ego is as brittle and your personality as inflated as your brain is small." she looked up at him with an unwavering look. She didn't even flinch while he growled. But just as he was about to speak, he was cut off.

"Your partner is Midoriya." Aizawa declared, an even bigger dump of fuel on the flame that was his animosity.

"So who am I up against?" Peter pointed to himself while his mask gave a raised brow expression. "Is it the cowboy? Tell me it's the cowboy." his voice showed clear anticipation for the fight. Though, he just really wanted to face off with the gunman.

"Nope." Steve declared as he crossed his arms. He then looked up into the clear blue sky, smiling softly before pointing upwards. "That'd be him."

"Eh?" The arachnid thened young man tilted his head in confusion. Then he felt it, the tingle running along his arms and spine, raising his hairs. The eyes of his mask widened, and he looked up in the air, with everyone else following. It was a massive figure, a man coming down to Earth, right towards them.

"W-What the?!" Izuku gasped at the familiar sight.

"Him too?!" Hanta was dumbfounded.

"Oh no..." Spider-Man looked on, speechless.

"Yes!" His heroic voice echoed out, as he landed feet first in front of the class, his back turned to them as he crouched down to absorb the shock.

Slowly the walking blonde giant stood, his bunny-ear like hair waving in the distance. He turned slowly, looking down towards the arachnid with intensity, as he held his wide grin.

"I am here. Heroes."


	12. Chapter 11-Prerequisite

Blood dripped along the uneven tile. Fresh and rich from its bleeding body. One of many in fact. And they all wore a face of horror of what they had faced.

One of the men, a member a local gang looked on in absolute terror, crawling on the floor backwards. It wasn't long until he was pressed against the wall. wide eyed at the figure upon him.

It was a tall, feminine figure, enveloped in blood red slime. A monster, the same monster that had decimated all their forces. Its claw open and its long slimy tongue swaying from its sharp teeth filled mouth.

The man was speechless, paralyzed with nothing but horror, grabbing onto his bleeding arm.

"W-What the hell are you?!" the gang member screamed out his last words.

The Symbiote let out a low growl while it stared down towards him. It sneered lowly as it grew a wide grin. "Succulent..."

Hearing that, the gang member gulped. "W-What?..."

Slowly the monster stepped foraward, raising its arm as its habs morphed, shifting shape into that of a blade.

"You'll be a delicious snack!"

There was nothing else for him. With seemingly no way out of his predicament, he simply shut his eyes tight, and braced himself for the finishing blow.

But it never came. In its place was a screech of agony, as the Symbiote arched its back, streaks of electricity surging from the inside.

The man looked on as the blood red monster was burned from the inside out. It didn't take long before it fell to its knees, and then to its side.

With her out the way the last remaining gang member was able to fully see the man standing behind her. It was the Black Ant, with his arm outstretched and his hand holding a type of button.

"You've had enough fun for today..." Eric sighed as he stepped closer.

The man on the ground watched in dumbfoundment, before looking down at the now unconscious body in front of him. Now the ooze that had covered its host's body instead retreated back into her, leaving Toga limp on the ground groaning in pain.

"Oh, thank you...Thank you so much!" the last member panted as he looked up at the man in black and purple. "I thought I was dead!-"

"Yeah, well we can't have one of the doctor's key components headless and against the wall, can we?" O'Grady cracked his neck. Much to his prey's dismay.

"The ability to manipulate energy. Sounds like he should be helping people instead of this." he turned his head to look over his shoulder, while another man stepped to his side. Mr. Compress.

"Oh my poor naive friend. I'm afraid it doesn't quite work like that in this society. But he is using his gift for the greater good now, no?" Compress looked down at the man while his hands were set on the head of his cane.

"Yeah, I guess so." O'Grady shrugged, stepping back and turning away from the incapacitated man. "Do your thing Houdini. And quick?" he said as he walked away from the two towards Toga.

"You can't just rush things." The magician sighed as he watched him go, before sighing lowly and turning his attention back to the gang member. He then took a step closer.

"W-Wait, stop! Don't do this, please!" The gangster screamed out in pure terror, while Compress extended his open palm down towards him.

"Do not fear. This won't hurt a bit."

He didn't give any resistance, sniffling and practically on the verge of tears. He simply shut his eyes, as he felt just one tip of his finger touch his forehead.

A dim light enveloped his body, and before Compress' eyes he...compressed, with all of his mass shifting and twisting into that of a shiny sphere, right between his fingers.

The Black Ant crouched down over the young girl of the group, reaching down to her shoulder and gently shaking her. "Toga. Aye, Toga. You got that thing under control?"

He never got an answer. Only the soft moan of a tired high school girl. It wasn't what he was looking for, but given that there were no tenracles with blades ready to cut him in half, it was good enough.

"Alright, c'mon..." Eric started as he slis gus arms under her, securing his grip under her arm and legs, before lifting her up as he stood.

"Blood..." He heard Toga spoke weakly in his arms, her eyes closed and her head against his chest.

"Yeah, we got blood at home. C'mon."

"I take it she's under control?" Compress questioned as he walked to his side from behind.

"Looks like it." The Quirkless criminal shrugged as he looked towards him. "Ya got what we need?"

"Why of course." The masked magician raised his hand to reveal the single marble between his fingers. "Shall we take our leave, then?"

"It'd be better than waiting for the cops." His partner stated while throwing Toga over his shoulder. She simply moaned in exhaustion. "Lets get goin'."

"Very well. We shall be on our way!" Mr. Compress declared with a rather enthusiastic tone. That was, until they heard a noise. The sound of a body dropping to the floor. A living one, landing in its feet.

Both criminals turned their heads towards where the sound could've occurred. Both ready for a fight. But among the two, one of them was taken by great surprise. It was a familiar face. A familiar crook. A familiar woman with snow white hair wrapped into a ponytail, in a familiar black stealth based suit.

"So, you're the ones who've been causing my employer so much trouble." Felicia questioned, slowly standing up and narrowing her eyes.

"Hm? And so what if we are? Who are you?" Compress asked right back.

"Who's your boss, too?" Black Ant added.

And that was when they heard another noise. It was a crash created fron a mass force, slamming into and clean through the entrance of the warehouse, sending the sheet of metal that was the garage door flying.

Both men turned back around towards the entrance, wide eyed behind their masks at the sudden sight of new arrivals.

"Ugh...This place is a mess..." One of them spoke with a monotone voice, as he took a step into the place. He was seemingly unaffected by the pile of corpses in his wake, aside from the hint of annoyance in his voice as he spoke.

"Feel like I could get sick at the sight alone..."

* * *

"What?! Are you serious?!" Mina spoke in distraught. Wide eyed at what was laid before her and her class. Out of everyone she had taken the information the worst.

In front of her and her classmates was a board hanging over them. On it was the roster. The designated teams and their opponent.

Team C: Koji Koda and Kyoka Jiro vs Present Mic.

Team D: Tsuyu Asui and Fumikage Tokoyami vs Ectoplasm.

Team A: Yuga Aoyama and Ochako Uraraka vs Captain America.

Team: E Mashirao Ojiro and Tenya Iida vs Powerloader.

Team B: Minoru Mineta and Hanta Sero vs Scarlet Witch.

Team G: Mezo Shoji and Toru Hagakure vs Snipe.

Team F: Shoto Todoroki and Momo Yaoyorozou vs Eraserhead.

Team J: Izuku Midoriya and Katsuki Bakugo vs Unknown.

Team H: Peter Parker and Gwen Stacy vs All Might.

Team M: Rikido Sato and Eijiro Kirishima vs Cementoss.

Team L: Mina Ashido and Denki Kaminari vs Rescue.

"Huh." Gwen crossed her arms as she looked up at the board. "Not bad matches, I'd say."

"Yeah. But why these teams?" Peter questioned as he put his hand on his chin, his mask in his other hand.

"No idea." His fellow exchange student shrugged. "Maybe they think our powers are compatible with each other."

"Ya think so?"

"Either that or we're gonna trip all over each other. Could be that."

"How reassuring..." Peter huffed.

"Not the ideal match-up. But, it'll work." Kyoka shrugged as she put her hand on her hip as she looked towards her teammate. "Right, Koda?" She asked the quiet giant beside her. She got a nod and a gentle smile of agreement.

"Yes!" Mineta cheered as he looked up at the board. To his luck he got a chance to throw down with one of the exchange program teachers. The hottest, most naive one at that. "This is gonna be the best test ever! First chance I get I'm cuffin' her! And when she offers that reward it's motorboat city! I can practically feel those luscious meatbags pressed against my face already!"

Everyone near him just took one long step back.

"Ugh...Welp, could be worse!" Denki shrugged, turning his gaze to the kid in red and blue. "I could be fighting All Might!"

To that, the two exchange students turned to the walking battery, with Gwen furrowing her eyebrows.

"What's the big deal with that All Might guy again?" she spoke in a monotone voice.

"What, are ya joking?" Kirishima spoke from off the side.

"He's Japan's Number One Hero!" Both arachnids turned their attention towards their fellow Power-Type, Midoriya. A mass smile on his face. "He's been to the U.S. on certain occasions too. The most recent was New York last I checked..." he stated, looking away from the two and gently grabbing his chin in thought.

And while he did both students froze. Both were from New York, they were proud to state it. And that could've just backfired in their faces.

Fortunately for them Gwen was quick to regain her composure. Almost instant.

Deku looked right back at the two. "You never saw him?"

"We were probably out of town while that was going on." Gwen offhandedly.

"Really? Where?" Ochako questioned next.

"Washington." Peter stated.

"San Francisco." Gwen aaid as well.

At the exact same time.

Both spiders looked over at each other, giving one another either a look of repudiation, or indifference.

"Really?" Izuku tilted his head. Much like his fellow classmate Uraraka.

"Class trip." Peter declared.

"Family matters." Gwen spoke out as well. "We were not together during the time."

"Oh. That makes sense..." Midoriya nodded as he spoke hesitantly. He knew their answers were a bit...off.

_"Attention all students! Practical exams are about to begin." _The voice of Nemuri Kayami filled everyone's ears on the intercom. _"__Will __teams C, E and and A please report to your designated Exam sites." _

Hearing that, the walking Amplifier huffed softly. "That's us. C'mon, Koda. Lets do this..."

"Oh yes!~" Grapefruit snickered sinisterly, his his hand contorting and squeezing at the air, like he was ready to grab something. "Lets show that foreign hottie what we got!"

"Heck yeah!" Hanta gave a thumbs up in the corner.

"You got issues..." Was Kirishima's only response.

* * *

And thus, with that announcement their test began. Armed with their Quirks, equipment and wits, all of 1-A were set oit to their courses. Some of them in well known terrain, others in elements not of their own. But they all had one goal, to win.

The first was Koji Koda and Kyoka Jiro, two young individuals that shared something in common with their opponent. Koji with the use of his vocal cords, and Jiro through the use of soundwaves.

Their arena, a rural forest. A mass advantage for the animal whisperer, and a massive disadvantage for their teacher, as his screams wouldn't have as much impact as they would in closed corridors. Their objective was quite simple, they just needed to escort a herd of woodland creatures to the exit way on the other side of the grounds.

Except it wouldn't be so simple. Because they were dealing with animals, against a literal banshee!

The horn sounded, and with it their exam began.

Their first step was securing the route they would take. Though there was only one opposition, it was a powerful one that drowned out both their strengths.

The music based heroine kneeled down to the ground, a few yards ahead of her partner and convoy, one of her earphone jacks spiked into the soil to allow her to hear the vibrations of any oncoming presence.

Aside from the rustling of the insects burrowing through the floor, which caused her to shutter softly, there was no vibrations coming from Present Mic. Which meant he was either off the ground, or he was standing in place. Likely in front of the exit they need to get through.

"Present Mic isn't moving!" Jiro declared as she looked over her shoulder to her partner behind her. "He's probably by the exit, waiting for us."

The silent big man nodded to that, walking alongside the herd of deer and squirrels and other of such mold. Though he didn't speak he made it clear he understood. He also knew they needed to come up with a counterattack.

Unfortunately, they wouldn't have a moment to strategize, as a shriek filled their ears, echoing across the forest and catching them and their convoy in the crosshairs.

The herd of animals were easily startled, breaking the formation Koda put them into and scattering some.

* * *

Meanwhile, near simultaneously, the two young, adhesive themed heroes in training had set up for their fight against exchange teacher, Wanda Maximoff. A play against one of their more perversive sides.

Their arena was a rather simple flatland of rock and stone. There was nothing to it, no cover, no highground, no trenches or anything to that'd heed a tactical advantage.

Their objective was quite a simple one. Around Wanda's neck was a key. All they had to do waa grab it, and they'd pass. Quite easy. Except it wouldn't be.

The two were quick to devise a plan amongst each other. Seeing as how their powers were so similar to one another, they decided to go for tge kill by trapping her in their tape and sticky balls.

And so the two lustful young men set off into the flats for their beautiful opposition. And it wasn't long until their path intertwined into hers.

To their surprise, the Scarlet was iut in the open, not even behind a boulder or slab of rock she could easily dig up. Her back was even turned to them.

"Heh, easy picking!..." Mineta was the first of the two ready to go in, hands up and ready to grab.

"Wait a minute, why's she just standing there?..." Hanta questioned as he looked on through the visor of his helmet.

"Who cares?!" His perverted partner questioned back, looking to him for only a second before looking back to the Scarlet Witch. "Now's my chance! I'm takin' it!"

"Wha-Hey!" Before the Tape-Quirk user tcould rebuttal, the short hero-in-training was off, using his tiny legs in a full on sprint towards her. "Mineta!" He called out his name. But to no avail. He was too far gone.

He practically drooled as he sprinted, his arms stretched out and ready to snag the mounds between the key dangling around her neck.

"Quick Attack!" he announced, leaping high into the air with a look of ferocious determination.

He didn't see her raise a hand subtly. Nor notice the sudden crack in the rock floor right under him.

"Seductive Tackl-"

All of a sudden and object shot out the ground. A pillar of rock shot up, colliding Grapefruit's gut with tremendous force.

Sero watched from afar, his previous face being a look of complete jealousy being wiped off his face and replaced with shock, as his partner was sent flying right back to him, hitting the ground hard and rolling to a stop right behind him.

"Mineta!" he spoke out, turning his attention to his partner, kneeling down to him. "Bro, you alright?"

To that the Grapeboy simply groaned, shaking his head and putting a hand over his gut as he sat up.

But before he began to speak, the two of them heard a laugh. It started off soft and sinister, before spiralling into one properly belonging to a wicked villain.

"Darlings, you'll have to do much better than that!" Wanda cooed, turning around and looking towards the two sticky young heroes, a mass devilish grin on her face. "Or else I'll stomp you like a did my own sticky students. You don't want that, do you?~"

The two looked on, wide eyed as they stared at the witch. The very ground below her cracked, before blowing apart around her in massive chunks, leaving her on a single platform with an increasing number of debris floating around her.

Both young were awe struck, with Mineta crawling back further and further as cracks in the floor below them grew closer.

The red witch simply snickered wearing a sadistic smirk. "If that's the case then I have problems turning you two into Masochists!"

Meanwhile the students of 1-A simply watched, some shocked by the shift in personality of their new teacher. Not a few minutes ago Wanda was but a kind hearted nearly motherly counter to Aizawa's almost cruel and cold mannerisms. And now? She was living up to her role as a villain a bit too well.

"Is she...usually that...aggressive?" Momo questioned, turning to the exchange student in red and blue as he looked through his satchel. Or, Mei's satchel.

"Eh...I'm not sure...I've only fought her once..." Peter explained, looking up towards the massive screens that grasped everyone's attention.

"She's trying too hard..." Gwen mumbled to herself.

"Masochists?!" Pepper exclaimed from her seat in front of the table her suit laid.

"Well alright then..." Aizawa watched on, a bit taken aback by the sudden shift in personality of his co-teacher. Though he was quick to pinpoint the source of the change.

But Nemuri hadn't noticed, adjusting her glasses as she sat with a soft smile along her lips. Unlike her fellow teachers she wasn't dressed in her hero costume, instead adopting a more civilian attire, complete with a red buttoned up shirt and black business skirt.

"If she was going to take my place, she had to strike at least some fear into those two~" She cooed, crossing her legs while they all watched the onslaught that was Minera and Sero against the mad witch, which pushed up a good portion of the ring as debris. "Didn't think she'd take it this far, though."

"That's only the tip of the iceberg." Powerloader chimed in from the table with Pepper as they tinkered with her suit. "That crown was designed to amplify the radio waves of her mind, and in theory it should allow for more flexibility with her Quirk. In theory, anyway."

"So what? Are you saying it might not work?" All Might questioned from beside Aizawa, turning to their tech-head.

"I mean, it's still a prototype." The 1-H teacher clarified. "Even so, we hadn't gotten the chance to test it."

"Well that's just perfect." The teachers turned their attention to the new, unknown voice, of a man in a red cape and emerald green shining armor. His arms crossed and small offhanded grin on his face. "If it works, they need to find a way around it. If it doesn't, they just need to spot the moments it doesn't and strike. I see that as an absolute win." Quentin looked over his shoulder for a moment, before looking back up at the screen of the third match up taking place.

* * *

Meanwhile was a fairly more grounded battle between teacher and students, Yuga Aoyama and Ochako Uraraka vs Captain America.

The battle grounds were a lot more closed quarters than the others, taking place inside a locked down building. They started at the bottom, on the very first floor of a twenty story building.

Their mission was to open the door for police to get inside and secure the place, by reaching the control console of security room on the twentieth floor.

The task was simple, just like all the other. And there was only one obstacle in their way. One, heavily trained obstacle.

Their first step was getting up to the top in the first place. A task simply enough for Uravity's quirk, but her teammate was far too easily squeamish to survive the float up without hurling his lunch. So they settled on the more scenic route, walking up the dozen of circling staircases.

There didn't seem like any opposition against them, but Ochako was still alert villain cuffs in hand as she looked up a few floors above their heads.

"Hmm...Where are you, Captain?..." Uraraka mumbled under her beneath. She was on her toes, ready for him to strike.

Unfortunatey, she was so focused on what was above her, she didn't pay attention to what was below, evident as she pulled on a thin string with the toe of her boot. Something she was quick to realize, once she heard a faint click from the wall to her side. Before she could properly react, only given enough time to freeze and dart her eyes to the possible source, only for her vision to be clouded by the sudden dust blowing into her face along with pieces and chunks of debris.

The explosion wasn't much, but it was enough to push Uravity and her teammate to the side, with Yuga getting pushed over the railing, ready to fall over. Only to be caught by his teammate, grabbing onto the ankle of his leg with one hand and immediately activating her Quirk to keep him afloat.

"Aoyama! Are you alright?!" Uraraka spoke out in concern as she held onto him. All she heard was his whimpering moan of distress.

"Mon ami...I think I may puke..." he whined, covering his mouth with his hand and shutting his eyes.

"It's alright, I got you." She smiled softly.

She pulled him up slowly, aiming to get him up with her again without making him throw up. But she was quickly cut off, hearing the clang of metal against brick, rapid and getting closer.

Her eyes widened as she looked up the staircase for what was coming. A red white and blue shield bouncing along the walls and sides of the staircase, right towards Yuga, who's eyes widened.

The gravity hero had to think fast. In a split second reaction she pulled her arm up from over the railing, tugging Aoyama up along with it. "Sorry about this!"

Yuga was thrown up into the parallel stairs above them, groaning out in a fashionable manner as his back collided with with the concrete, while the shield collided with the side of the stairs they stood on, lodging into it and halting its motion.

For a moment everything went quiet, as the gravity hero's eyes darted you the stairway in front of her. She couldn't notice her predator right on top of her.

After calming her nerves the gravity hero turned up towards her teammate, her eyes widening as she saw he was still pinned to the bottom of the stairs above them. He looked about ready to puke.

"S-Sorry Aoyama!" Uraraka blurted out, raising her hands and pressing the tips of each finger against their opposite counterparts, before shutting her eyes. She didn't realize when the Captain struck.

"Relea-" She started, before being cut off by a boot to the side her helmet, as Roger had leaped over the railing of the stairs above and swung himself to the stairs below. the result was the gravity heroine running into what was left of the wall beside them, before falling back and down a handful of the stairs to float ground.

Steve planted his feet onto the solid platform below him, reaching out his arm and grabbing Aoyama by his leg, before throwing him right at and over his partner, impacting the wall in front of him, just below a door.

With a groan Uraraka pushed her upper body from the flat surface of the corner, shaking her head as she put a hand on the side of her helmet. Even with the protection it felt like getting hit with a truck.

"What's wrong, heroes?" Their teacher questioned in a mocking tone, looking down the stairs to his two students. "We said we wouldn't go easy on you, remember?"

Ochako looked on, wide eyed at what she was up against. Her plan was to try and avoid him if they could, or catch him by surprise. But now that line of thinking was gone, evaporated as she stared down at the soldier in front of them, taking a step down the stairs. As he walked he reached out over the railing, grabbing his shield and pulling it out the concrete with ease.

"Your teachers told me about your internship. You have combat training. Why don't you show me what you can do?"

The gravity hero simply gulped.

* * *

Elsewhere, the sound of Pressnt Mic's foot tapping against the ground filled the immediate air of the exam exit. An aura of impatience wrapped around him. More so because of the unsettling silence of his environment than the test itself. Especially considering he's usually the one commentating instead outright participating.

"C'mon, c'mon...You can't keep the bad guy waiting like this..." he sighed while stuffing his hands into his pockets. He then turned his head, looking over his shoulder towards the camera and looking directly into its lens. Both at his students in the control room, and the people reading this.

"Should we move this along?...Yeah, thought so." He turned his attention back in front of him, to the forest his two students inhabited. With a growing grin he sucked down a deep breath, before beginning once again.

**_"HHHEEEEYYYY!" _**He screamed out to the trees, echoing with ease through them all as his soundwaves rippled straight through the arena.

"Hey!" Jiro called out in distress, watching all of their herd of woodland creatures scatter. Startled from the banshee cry of the villain's last attack. She looked towards Koda. "Koda, can you get them under control?"

She didn't receive an exact answer. Instead the silent hero explained through body movement, and a bit of sign language, which could roughly be translated to: "No! If we calm them back down his next scream will startle them again!"

And then, they heard it.

It only took a second before his cry was blasting into Jiro's ears, causing her to jump back and cover her ears to defend her eardrums. To little avail.

**_"WHAT'RE YA WAITING FOR?!" _**Another blow to the young hero's eardrums. Though, Koda seemed to be holding up better, though his own quirk was nullified now. He couldn't control the animals they needed to herd to the finish with that banshee cry filling the air.

**_"GEETT GOINNNGG!" _**He cried out one last time, bringing the punk rocker down to her knee as she felt the pressure. But then it began receding, the airways clearing and fading back to normal.

Jiro groaned lowly as she opened her eyes just barely. The only thing she could clearly hear was the near deafening ringing that her hands just barely protected her from..

"Koda? Are you alright?!" She yelled out, enough for herself to hear, as well as her teammate. She got a quick nervous nod from the rock-like boy, who laid on the ground with her a few feet away.

"Alright..." She mumbled, unable to hear her own words. Her eardrums were nearly shot. She may as well have been incapacitated. She slowly got onto her feet, stumbling softly some in an attempt to keep her balance and move.

The herd of animals was disbanded, scattered across the forest. It'd take forever to rope them back together. Time they didn't have.

The only thing left to do, if they wanted to pass, was to take Present Mic head on. But they couldn't. They were pit against him for a reason, he was the near perfect foil to the both of them, since any command Koda gave was drowned out by his cry, and his soundwaves overwhelmed hers easily.

Then she heard a scream. Like that of a little girl, only it wasn't.

Jiro turned her attention from the ground right under her to her partner, as he backed away into a tree frantically, his eyes plastered to the ground.

At a small group of ants.

The earphone hero-in-training looked down at the small group of harvesters scurrying along the ground, leaning closer to get a better look as they crawled along. That's when it clicked. That and Koda's frantic screams of terror.

* * *

"Where are you going, young man?!" Wanda called our with a sadistic end to her tone. "I'm not done with you just yet!~"

Sero and Mineta's exam was among the simplest of the entire class. They just had to snatch the key from around Wanda's neck and they one. It was simple enough to warrant a head-on approach, but the two hadn't accounted for two things.

The Mad Witch was extremely powerful, and under that naive tender exterior she was more aggressive than Aizawa. And seemingly more unhinged.

A good chunk of the plains they called an arena was broken off, serving as debris for the Witch to break her students into submission, while they scrambled and ran below her on her levitating platform.

Without exaggeration, Duct Tape and Grapefruit escaped by the skin of their teeth, both running for dear life as chunks of debris were thrown towards them, just barely missing.

Mineta put all his strength into his stubby child-like legs, tears streaming like a river down his face, in pure fear of being crushed.

And their opponent wasn't even breaking a sweat. Mad Witch persona aside, she did feel bad terrorizing the two sticky young 1-A students. But she was supposed to play the role of the bad guy, so it was necessary in order to test their metal.

"Hm...Maybe I should ease up..." Wanda spoke softly to herself, lowering her cohorsing hands as red mist twisted and swirled between her fingers. She then raised her voice, loud enough for them to hear.

"You can run, my pretties! But you'll never be able to hide from me!" She cackled maniacally from atop her psuedo fortress of floating debris, much to the two young men's dismay.

"I wanna go home!" Mineta cried as he attempted to sprint further out of their reach, only to be stopped as Sero grabbed his cape and he was pulled to the side as Duct Tape darted to a large piece of debris to use as cover.

The Tape-Quirk user slid to a stop behind the cover of debris, with Mineta squirming thrashing in his partner's grasp.

"Let go of me! Let go, let go, let go!" He cried out in pure panic.

"Calm down, will ya?!" Sero pleaded with the perverted hero-in-training. But to seemingly no avail.

"Calm down?! Don't tell me to calm down!" Minoru broke free for the tape boy's grasp, standing up and turning to him. "I've seen women like that! She pretends to be pretty and naive, but she's actually a wolf in sheep's clothing! She puts on a smile and flaunts her assets to lure in her prey, and then she strikes!"

Just the explanation was enough for 5he perverted ball-hero to start shaking even more violently in his boots. Unbeknownst to anyone else watching he was experiencing PTSD as a result. "S-She's a monster!..."

Cue one hard smack to the face.

"Snap out of it, Mineta!" Sero shouted as he shook Grapefruit in his grasp. "Get a grip if you wanna pass!"

"What's the point? She'll flatten us without a second thought!"

To that, the Tape-Quirk user turned away, putting a hand on his chin in thought. "Not necessarily..."

* * *

"What's takin' them do long?" Denki questioned as he sat on the floor of the observation room, leaning against the same pillar as Peter as he stared up at the screens.

"They don't have that much time left..." Midoriya mumbled softly as he watched. "And they're facing off against truly strong opponents to boot..."

"Present Mic, a teacher the school is familiar with. His Quirk allows him to amplify the soundwaves his voice produces, essentially letting him use it as a weapon. He doesn't recieve a lot of action, but when he does he tries to make it as entertaining as possible, for both himself and people watching..."

"Our foreign homeroom teacher, I'm not sure about. From what she's told us and what we've seen, she can create force fields as a way to shield herself and move objects. Maybe that has an effect on her mobility. We've never seen her move while using her Quirk, and with the scale she's at she needs the concentration..."

"And then the Captain...Peter said he didn't have a Quirk, so everything he's doing is chalked up to pure skill. He has military training, so he'd have an advantage on close combat, and thanks to his shield a long range attack could just be deflected..."

"Sounds like they're pinned between a rock and a hard place." Gwen spoke softly. "At first glance, at least."

"Huh?" the broccoli haired young man looked over at the blonde in white and black.

"That Present Mic guy dispersed Koda and Jiro's herd, which they needed to get past him to pass. But without it, they're gridlocked into confrontation in order to pass." The female arachnid explained bluntly as she crossed her arms. "He forced them out of their comfort zone to see how they'd adapt."

"That Witch lady aimed to scare the shit out of those two morons. Then she made a floating fortress with herself on full display." Bakugo added, narrowing his eyes. "If they wanna win, they have to make it into the air."

"And the Captain?" Yaoyorozou raised a brow.

* * *

A door flew open with a crash, nearly blowing off its hinges while the gravity hero skidded through into an empty office hallway of the floor. With her was her sparkling, flailing teammate who screamed as she made a full on sprint down the hall. Much to Aoyama's dismay.

"I know, Aoyama! Just hold on!" Uraraka called out she ran from their opposition who stepped through the swung open door slowly. He didn't see the two round the first corner of the floor.

The gravity hero took another sharp turn down another corridor, in front of them an assortment of doors. Multiple hiding places for the two to regroup.

In a split second decision she sprinted for one of the doors, grabbing the handle and ramming into it with her shoulder to open it up and swing Yuga inside, before stepping in and shutting it behind her. Then, leaning her back against the door she slid down to the floor with a groan.

The brunette sighed heavily, looking at her feet as they bent into her. There was a looming, underlying pressure against her. And for good reason.

She didn't know much about him, but she knew he got where he was with no power beside his strength and intelligence. He was significantly more skilled in combat than her, mot even accounting for strength, and if she did try and land a critical blow with her Quirk, it'd just give him an advantage.

Her mind raced for a solution. What should she do? Run and make a break for the security room on the top floor? Should they fight and try to take down their superior opposition? What would a hero do in this situation? What would Midoriya do?

"Why so stressed?" She heard from above her, and looked up at the ceiling to see her partner sprawled upon chest first on the ceiling. He smushed face still held the same dazzling expression, but that didn't stop Uravity from stuttering out of control some.

"Aoyama I am so sorry! Hold on a second, I'll get you down!" She spoke frantically, putting her hands together and shutting her eyes to concentrate. "Relea-" She began, but stopped short, opening her eyes.

She could hear his footsteps from the hall. They were getting closer. Ever slow and steady, much to both young heroes' despair.

Ochako's eyes widened as she heard their predator step closer towards them, even more so when the scraping of his shield against the wall filled her ears. Frantically the young woman crawled to the side, away from the door and crouching down to remain hidden, as the Captain drew closer and stopped. The sound of boots against the floor ceased, as the mass shadow of the patriot's bulky upper body seeped into the room through the glass window.

Slowly she reached behind her back for the cuffs, grabbing onto the firmly and pulling them out. This could be it. An ambush to immobilize him at his own game. She was confident she could get the drop on him.

But that confidence was quick to come undone as the door flew open, being kicked in with tremendous force. His shadow was in full view inside the dark room. Both students held their breath, aiming to stay as silent as possible when he came in. But he didn't.

The Patriotic villain instead took a step back, letting the shield on his forearm detach for him to grab with his other hand. He then reeled his arm back, before swinging underhandly, throwing his shield in the process.

The vibranium disk flew into the room, bouncing off the ceiling right past Aoyama, and then to the floor, and then the wall. The projectile darted everywhere in the room, speeding back and forth at high velocity while Uraraka sat idly, wide eyed. And then it came speeding towards her.

* * *

The dusty, smog full air of the abandoned, blood riddled warehouse turned cold as ice with his presence. And even without knowing him, the Black Ant and Compress felt it overwhelmingly.

"So you're the ones whose been disrupting my business." Overhaul claimed as he looked at the three right in front of him.

"Only for a good cause. What are you gonna do about it, exactly?" O'Grady retorted, helmet up as he tilted his head.

"Me? Nothing." The gang leador stated in a dejected tone, adjusting his white latex gloves. "Katsukame."

At the heed of his command, the biggest of the small group, a mountain of a man standing at least fifteen feet tall in a tank top and an assortment of equipment on his wrist, stepped up, growling lowly.

Rikiya Katsukame, one of the eight bullets of the Shie Hassakai, and revered as one of the strongest. With his Quirk 'Vitality Drain' he can siphon stamina from enemies at close range to fuel himself. Something that's sure to turn the tide of a fight, as well as his lazy demeanor.

Both Compress and Black Ant stepped back slowly as they stared up at the behemoth of a masked man, all the while the incapacitated Toga whined on the latter's back.

"Alright, which one of you do I flatten first?" Rikiya questioned smugly while slamming his fist into his palm.

The two villains stared up at the mountain of man, while the thief narrowed his eyes behind his lenses. "Houdini, the kid. Take her and run." He instructed his partner in crime.

"And what are you to do?" Compress looked over to him.

His response wasn't one to invoke confidence.

"Something that'll either work...or kill me."

The monster of a man clasped his massive hands together, raising his arms over his head.

"Grab her!" O'Grady called out suddenly, shrugging off the blonde from his back for his ally to grab, which he immediately stretched out his arms.

Rikiya's gigantic hand sped down towards Eric like a comet to the Earth, as both the Black Ant and Compress leaped out of the way before impact, allowing their opposition to leave a crater where they stood.

While the Magician rolled onto his back with Toga in his arms, the size shifting criminal went into a full run past the masked behemoth.

"Hey! Where're you going?! Argh, don't make me have to chase you!" The massive brute groaned lowly as he watched the normal man run, before stepping after him.

The brute's group watched as the intruders split up. While the Black Ant climbed up a stack of crates to gain elevated ground, Compress made a run for it with Toga in his arms.

Chisaki watched as their prey attempted to run, narrowing his eyes. He looked towards one of his lackeys, a skinny little man with a simple hole slotted bag on hid head.

Soramitsu Tabe, one of the eight bullets of the Shie Hassaikai and a handpicked member of the group. With his Quirk, simply labelled 'Food' he can eat anything and everything his mouth comes into direct contact with, and with little resistance.

"Don't let them get away." He ordered his subordinate, who only sneared behind his mask, stepping forwards.

Tabe lunged for the escapees, the cloth of his mask ripping open while his maw gapped wide. "It's been a while since I've chowed down on someone!"

The carnivore leaped into the air, straight for the Magician and school girl, while at the same time their ally drew distance from the heavy hitter, who grew increasingly more frustrated from his need to put in effort catching the ant.

"Argh! Quit running and fight already!" Rikiya groaned, while Eric leaped over the railing to the warehouse's next floor, just before a metal container flew straight over his head, into and through the wall right in front of him. "I'll grind your bones into dust!

"Christ!" O'Grady cursed lowly as he lunged for cover, vaulting over a crate and kneeling down against it. "Is everyone here a maniac?!"

"You'd be surprised." Another familiar voice filled his ears, causing him to look ahead of him, to the feline thief in front of him as she stepped into view.

"You're shitting me." The Black Ant groaned under his breath.

"Give back what you stole and I might convince Overhaul to let you live." Felicia declared, stepping to the side while the size changing criminal stood.

"Yeah, I don't think so. Something about going home to see my family is just too good a deal, ya know?"

"Eric, we can work together on this. I wanna go home too, but we can't do that if you don't cooperate."

Says the woman who cooperates the least, unless money or jewels are involved..."

For a moment the two halted to their tracks as they faced each other down, with the Black Ant getting into a fighting position, his talons jumping out.

The Black cat simply sighed. "I suppose I can't talk you out of this then?" she questioned as she spread her legs into a fighting stance.

Meanwhile, Eric's two allies dodged and weaved throughed the onslaught of attacks from the carnivore they were up against, Toga in Compress' arms. His shark-like teeth just narrowly missed the two, again and again. But it was getting closer and closer.

"Get back here so I can eat!" Tabe snarled, hunching over as he grit his teeth. "I'm starving! So starving!..."

"You just don't give up, do you?" Compress spoke under his breath, leaping backwards and out of the carnivore's reach. But to no avail. He wouldn't stop, wouldn't give an inch, and his lust for something to fill his stomach was quickly overcoming their desperation to escape.

"Meat...Meat!" The bullet of the Shie Hasakai sneared, stumbling forward from his last charge and turning to face the running duo as he opened his mouth wide for the finishing move.

Only for a purple mist to suddenly spew into reality right in front of them all, with a massive hand covered in black goo reaching out and grabbing him by his head and forcing his mouth shut as the rest of the creature's skinny but bulky body slid through the portal.

Rikiya snarled lowly as he looked to the level above that O'Grady retreated to. Due to his massive size he couldn't think of chasing after him, much less maneuvering around any traps that he could have set up. But there was one easy way around this.

The behemoth of a man turned his attention down to the pillars in front of him, narrowing his eyes. Knocking those down would take any high ground the bug had.

"Heh. Alright!" The muscle of the group reeled his arm back for a swing as he stepped to one of the pillars, only to halt. Once he felt something wrap around his forearm, pulling against his tendons as he attempted to swing.

"Ah, what now?!" Rikiya looked over his shoulder to the source of the tentacles holding him back.

Standing a few feet behind him was a man like creature, a Nomu, covered in a black goo like substance, wide milky eyes and no other facial expression.

Standing at eight feet, with jagged talon claws for hands and feet, both primary muscular arms holding back Kasukame with the tentacles sprouted from his forearms, while a secondary, scrawny set held his ally by the throat.

"The hell?!" The two Quirkless criminals heard, both dropping their guards for a single second to glance towards the source. Both were flabbergasted seeing the newest in the fight that came from seemingly nowhere.

"Alright, timeout!" Eric turned to Felicia quickly, before immediately making a run for it towards the railing, right towards the titans. Jumping onto the railing he leaped into the air, straight towards Rikiya.

The Shie Hassakai Muscle looked up to see the size altering man fail through the air, ready to reach out and grab him, only to be tugged by the Symbiotic Nomu as its tentacles gripped tighter. Before he knew the Black Ant landed on his head, using him as a platform to cover more air as he leaped forward once more, falling back down to the ground and rolling upon impact, quick to get onto his feet and continue his sprint.

He only stopped once he was close. Seeing the magician standing with his knees on the floor, attempting to collect himself from what just happened.

O'Grady slid to his friend's side, putting his hand on his shoulder. "Are you alright? Are you two okay?!"

"We're fine!" Compress turned towards the Black Ant. "What's going on?!" he questioned, racked in confusion.

The Quirkless criminal then turned his attention down to the unconscious schoolgirl, reaching down to grab her shoulder, only to be stopped by a familiar voice, as a black ominous mist formed behind him.

"I wouldn't advise making physical contact." Immediately the thief of the group looked over his shoulder, to see their mad doctor as he planted his foot firmly into the dirt crested floor. "Her Symbiosis is considerably unstable. As is the Symbiote. You don't want a violent death before you go home, do you?"

"Doc?" O'Grady spoke softly, his tone just as perplexed as his associate. "What're you doing here? You're suppos-"

"I am well aware of what I am supposed to do." Ezekiel spat back in detest, not even bothering to glance down at the three. "Their boss suggested I come to your aid. Lest you three messed up. And it seems he was right."

Ezekiel turned his attention from his invention, who binded both the muscle and carnivore in thick black tentacles, all the way to the leader of the two, who stood at the closed garage door. His gaze was as calm and collected as the it was the moment he walked inside.

"I believe we've begun on the wrong foot." Stane spoke out, taking a step towards the man from afar. "Why don't we start by introducing ourselves. Kai Chisaki?"

To that the young Yakuza member narrowed his eyes, nearly growling at the mention of his name. Though he withheld it while suspicion grew. "You know my name?"

"Your name, your power, your motivation and goals. Quite the spectacle of a plan. Though your means of doing so is woefully insufficient." The madman declared, tilting his head mechanically while putting his hands behind his back.

"Heh...Is that so?" Overhaul raised his head some, his gaze still locked on the intruders before him. "Then you know not to get in my way?"

"On the contrary. We want to set you in a...More productive direction."

* * *

Present Mic's persistent taps against the rich soil filled the silent air from the front of the forest, as the seconds ticked away.

There wasn't much time left for the two. And he ensured their second option would be impossible at this point, thus gridlocking them to facing him head on and knocking out. Just as the man in the cape suggested.

So all he had to do was wait. And he had to go all out. They had to think smart to get him down

And then he was caught off guard, when he felt something on his feet, crawling up his leg.

The peacock-like Pro's eyes wandered to the ground in confusion, before widening in terror of what was laid before him.

Coming out the ground like weeds insects scurried, running up his leg without hesitation or fear. It was enough to give their oversized prey a heart attack.

The vocal hero let out a high pitched shriek, one that rivaled the decibel his Quirk reached, as his eyes rolled back and he was ready to fall over, jumping and squirming to get them off. He didn't notice the punk-girl who leaped out of the bushes of the woods and sprinted towards him.

Pulling out the Capture Cuffs from her back Jiro raced towards her opponent, reeling her arm back. She only had few moments before Mic regained his composure.

Letting out a desperate cry from the bottom of her lungs she swung her arm at him, leaping into the air some to close distance. And as she did the opened piece of the cuff wrapped snugly around his wrist. With a click, it was decided.

Sirens sounded, a signal that the test had concluded, howling only seconds after she caught him. Meaning one thing. They must've passed.

The punk rocker let go of the cuffs, falling to her knees as she breathed out. After their herd disbanded, she admittedly had a near heart attack. But thanks to her partner, they were able to turn it around. Even if it seemed just a bit anticlimactic.

"Kyoka?" She barely heard from behind her, turning her head to look over her shoulder.

The timid animal whisperer hid in the bushes, watching from a far. As much as he was responsible for the win, the way he did it, communicating with insects, was not something wanted to be near, nor reminded of anytime in the possible future.

"Did we get him?..."

To that, Ear Jack gave a thumbs up, nodding softly.

Meanwhile everyone in the control center stood mortified. With the exception of Gwen and Tsuyu. The former was just creeped out that a lovable giant could potentially traumatize people with his powers so effectively. The ladder was just hungry now.

* * *

"I really don't feel like this was really thought out"

"Do you have any better ideas?"

"Oh I got an idea alright!"

"Do you wanna pass or not, Mineta?!"

As straightforward as the exam was for the two, the very fact that they were up against such a voluptuous, beautiful and powerful villain like the Mad Witch Wanda was a detriment in and of itself. She was a true adversary to Grapefruit's oddly placed ideals and priorities.

Nonetheless they had just narrowly escaped her wicked grasp, residing behind one of the many boulders she had thrown at them as cover. And using this breathing room they worked to formulate a plan to snag the key from her neck. Because putting her in capture cuffs likely meant instant failure.

The only wat to get to her was through the air. And the only way to do that would be to get into the air, preferably at a high enough velocity that she wouldn't be able to swat them like bugs.

Enter Sero's brilliant idea to use his self-made tape as a slingshot between two rocks, with Mineta as the bullet.

Though his initial reaction was rousing 'No', followed by kicking and screaming to escape Sero's hold, Grapefruit still found himself stuck in this situation.

Even as sero stepped back, pulling the slingshot and his partner with him, Mineta still let his doubt be known.

"I'm gonna die..."

"You're not gonna die! Okay?" Sero groaned as he took yet another step back, stretching the long tape further.

"She's gonna flatten me like a pancake!"

"Mineta, listen!" the Duct Tape Hero leaned forward a bit, his feet planted in the ground and his arms pulling back more. "Everyone in class are watching. Everyone! Meaning..."

"Even...the girls?..." Grapefruit looked up as his comrade, only to receive a reassuring grin and nod.

"They're watching right now. Especially Gwen. Think about it. Do this, and she's bound to noticed!" Hanta smirked. "Who knows what that means for your relationship! Not to mention Maximoff herself!"

It was hollow encouragement, since in the end neither Gwen nor Wanda would think of him any different. However the thought, combined with Mineta's perverted mind stretched out the scenario he'd be in if he did somehow win for them was more than enough to sway him.

"WHAT'RE YOU WAITING FOR?! LAUNCH ME!" Mineta let out his battle cry, eyes fiery and full of determination.

"With pleasure!" Sero yelled right back, as his tape neared its limits. At their apex.

Without a second thought from either of them the Tape-themed hero let go of the stretched fabric, letting it snap back into place at rapid speeds that transferred to the human bullet and sending him flying like an eagle.

All the while their opposition stood unaware, surveying the grounds below her. To her eye there was no sign of any of either of them in sight. Not even a white flag. Though she was sure they were close to throwing in the towel.

"Disappointing." Wanda sighed as she crossed her arms. "They have so much potential too. Given the small one works on his abrasiveness..." She looked down at her feet and the rubble she floated on.

And then she heard it. The wail of a desperate, last ditch effort, coming from the left.

Swiftly the Mad Witch turned to the direction of the noise, to be met with the speeding pueple child-sized bullet that was Grapefruit, arms outstretched abs palms wide open. She barely had a second to react before he made impact with her.

The two were sent spinning through the air like a couple in a ballerina act, while the rest of the rock around began to fall where they belong. Into the earth. And with the the woman who held them and her student.

Instinctively Wanda put her arms around her student. Even with the exam afoot over them she wouldn't let one of these children be hurt.

Sero watched from afar as his partner and teacher fell to Earth, much to his dismay.

"Ah crap!" He cursed himself while he climbed over his cover. He was too far away to do anything to slow their descent. All he could do was watch from the sidelines as they both crashed down into the ground like boulders, picking up the dirt under them to mask what was around.

But he didn't stop. The Tape hero was in a full on sprint towards their landing point, a crater formed beneath them, of which he'd of fallen into had he not stopped.

Though from his position he could see enough, just barely through the dust, as it slowly settled.

In the middle Wanda was, kneeling down into the crater, one arm wrapped tightly around the child-sized hero-in-training, while the other was firmly planted into the dirt beneath them. Around them was the red mist conjured by her power, a force field big enough to create a hole in the ground that seemed fifteen feet wide.

The brunette kept her eyes shut for a moment. She felt the impact of the fall, but she didn't trust her powers had worked. Ever since she arrived, she's been weaker, barely able to lift herself into the air or form a solid barrier.

But when she open her eyes, ever hesitant to what she would see, her doubts were refuted with truth. She looked at her spherical surroundings, up at the red mist enveloping her and Mineta. And she let out a sigh of relief.

Wanda stood up for a moment, before falling back onto the ground on her rear. All the while keeping the young man in her arm close as the barrier around them dissipated. He didn't want to let go, he was so frightened.

"It's alright...It's alright..." she mused him, shutting her eyes a moment. "I have you. I won't let you get hurt..." she promised with a soft tone. Then she felt something...grab her ample chest. Small, grimy hands fondling and squeezing.

The Witch opened her eyes, looking down at Grapefruit, while his face was smothered into her chest. She tried to pull him off, but with little effect. Mineta was like a fly to tape, not letting an inch of her go, against her protests.

"Mineta?! Ms. Maximoff?!" Sero called out above them, attempting to look through the smoke that had yet to settle.

He didn't see the child-sized bullet that was his partner, who flew right past him, straight into a boulder.

Of course a highly concentrated psionic field would be enough to repel the pervert.

"Mineta!" Sero called out, before making a run for it towards his fellow hero-in-training. Meanwhile their teacher stayed within the crater. Her protective nature had become overshadowed by frustration.

The Sokovian super-human slowly got onto her feet, huffing softly as she looked up to where her second student had stood. Though seeing he had run off gave her the moment she needed to calm down.

"Ugh...He's worse than I thought..." Wanda mumbled softly to herself, dusting her trenchcoat off as shut closed her eyes. "Perhaps discipline truly is necessary..."

It was only when she did the same to her corset that she realized something was wrong.

At the beginning of the match she was given a key, as the objective for the heroes-in-training. She put it around her neck like it was a necklace, but all of a sudden it vanished, without a trace.

"Wait, what?!" Immediately her frustration had escalated into panic, patting herself all around in search of the key, then to the ground beneath her. Nothing in sight. That only meant one thing.

"Jesus!" Sero nearly gasped, slowing his sprint as he came closer to where his partner wound up.

Halfway through the side of a boulder.

Not surprising to Pepper or Steve, and definitely not Quentin. After all, Wanda has been recorded as having the highest potential of being the strongest Avenger, even the strongest being on the planet. Even if she had gotten weaker by coming along she was still a force to be reckoned with.

"Hey, man, you're still breathin', right?" The Tape hero questioned. Mineta's frantically kicking feet were answer enough.

"Great...How hard did she have to hit you for this to happen though?..." He spoke out loud, and once again, his only answer was Mineta's squirming feet. "Yeah, right, hold on a sec." Sero continues as he stepped closer, grabbing him by his ankles.

Meanwhile the Witch shot out of the crater behind them, landing onto her feet and immediately stepping towards the two heroes-in-training.

She wasted no time, raising her hand as she came closer, out stretching as red mist strung around her students food, before pull back and reeling the child out the rock, onto the ground with a thud as he groaned.

Once he was freed from his stone confines he was met with the view of his Exchange teacher standing above him, only to crouch down over him to inspect him.

And to her surprise, her suspension was true, as in Mineta's mouth was exactly what she was looking for. The key.

While the two were falling to their deaths moments prior, Mineta must've nabbed it with his teeth while he was hard pressed into her chest, a dream come true. And he must've clung to her in hopes that she'd knock him away. Either that or he really didn't want to be apart from her bosom.

Either way, he snatched the key, in what could be a form misdirection She didn't notice until it was too late.

"Impressive." Wanda spoke softly, grabbing the strings dangling from his mouth and pulling to take the object from his lips. She then looked over it, in its saliva drenched glory.

It was a disgusting way of doing things, but he did what he had to do to win.

The telepath tilted her head as she smiled softly down at her student. "There might be hope for you two yet..."

It took a moment of silence until someone else spoke, with the words coming from her student.

"Right, but...should we-"

"Yes your friend is very hurt, get the nurse."

* * *

"Wow!" Midoriya exclaimed in disbelief. admittedly from both the amount and size of the psionic fields the telepath could create, and with what seemed like near ease. "How haven't I heard of her before..."

"Because she's a recluse." Gwen deadpanned, sitting right above I'm on the pillar he stood behind, causing him to turn around and look back. "Most of our teachers are when it comes to the public."

"Hm..." Deku tilted his head slightly. It was a valid alibi. After all his own homeroom teacher was unknown to a majority of his classmates on their first day at U.A.

"Packs a hell of a punch though." Kirishima chuckled while he chimed in, looking back at the three Power-types, Peter Midoriya and Gwen. "I wouldn't mind goin' a round or two with her, or Cap. That's for sure!"

"Both would have you on your ass in ten seconds" The blonde wallcrawler deadpanned once more.

"Well yeah! That's what I'm counting on! It'd help strengthen my Hardening!"

"Doesn't that sound masochistic...Kinda like Katsuki."

In the blink of an eye the devil came, with a snarl as he stomped back from the screens to the three versatile players. His exchange student specifically.

"WHAT'D YOU CALL ME?!" He barked out into her face. She was none too concerned on it, simply raising her hand and giving his cheek a tender strike. Nothing hard, but soft with a little smack.

"I called you Katsuki." She tilted her as her eyes glance at him. Only for him to snarl like that of an animal. "That's your name, no?"

"THAT'S NOT WHAT I MEANT AND YOU KNOW IT!"

"Ya sure?"

While both blondes argued with and of one another, their pink skinned classmate circled the pillar, to where the arachnid-themed young man sat, inspecting the gadgets he'd been given.

It likely wouldn't be long until either of their exams started, and both were faced with a challenger that was foreign to them.

Leaning closer and reaching a hand a few inches closer she caused the young man to shoot up. He was too enveloped in the tools he was given. After all, the inventor was adamant on putting enough power in one of them to shatter the user's arm.

The masked young man turned to his pink skinned classmate, looking up at her as she stood over him. His face red as he attempted to quickly compose himself.

"Hey Mina!" grinned softly as he set the gauntlet in hand down. "What's up?..."

"Hm? Nothing, really." She shrugged, looking away from him for a moment. Her beautiful grin as lively as ever. "Whatcha doing?"

"Tweaking Mei's gadget." Peter shrugged, lifting the gauntlet in his lap. He then set it down. "If I'm gonna use it, I rather it not backfire. Ya know?"

To that the acid girl nodded, before leaning her head to the side. She could see the satchel on the other side of him. "And the other stuff she gave you?"

"Yeah, not sure..." The Spider-Quirk user huffed. More in doubt than anything. "I haven't exactly gotten a chance to try anything she made herself. So I'm going in kinda blind."

It was true. It wasn't that he didn't trust his host of anything, but she put her overall oblivious nature into her inventions, there were sure to flaws. Flaws that could prove fatal. Not to mention he was going up against the proclaimed 'Number One Hero' All Might.

"You have a plan though." Mina countered, matter-of-factly. But immediately backtracked once the young man's gaze turned to her. "I-I mean, of course you do! You're smart and athletic!...You're Spider-Man!" She stated frantically, looking away as she scratched the back of her head awkwardly.

Peter couldn't deny how adorable she looked.

"Well, he's massive. He's bound to be strong. But with all that muscle, he's also bound to be slow. Much slower than me." The masked hero explained, snapping his fingers as he did. "That's my advantage."

With that, they heard a voice over the intercom. It was the voice of Aizawa.

_"Team H and Team L, report your exam areas."_ He spoke sternly, causing the pink skinned girl to gulp. She was vastly underprepared. And it only hit her just now, minutes from it!

Peter however wasn't as shaken, opening his satchel and setting the gadget inside. He then got up, looking down at the acid girl and extending a hand to her. She wasted no time taking it, before bein% pulled onto her feet.

"We should get going then?" Peter questioned with a softly grin, getting a nod from her.

"Knock everyone's socks off, Spidey!" Mina grinned wide.

"Can you just kiss already?"

Immediately both young students turned red and green, turning their attention to the source that was above them. Of course, the only other person in class that could stick to walls.

"Because you both want it. I can tell." Gwen continued monotonously, like it was nothing.

Both students stood in surprise, turning their attention to one another, before looking away in embarrassment. Peter's partner tilted her head.

"I didn't scare you..." Gwen out her chin in hand as she looked down at the two. "I hit the nail square on the head, huh?"

"Alright! We should probably get going then right?!" Peter immediately attempted to shift the subject. And Mina was quick to accept it.

"Y-Yeah, we really don't wanna be late!" The acid girl nodded, stepping back as she laughed out nervously.

"Then we'll be off then!" Peter nodded as he grinned wide, taking a few steps back himself while Gwen fell from the ceiling, landing on all fours before standing beside him.

"Wish us some luck, Pink." Gwen spoke monotonously. She then grabbed hold on the young man's arm, pulling him with her while she walked towards the massive doors.

Peter let out a sigh of relief, his cheeks still red.

"So I did hit the nail on the head." The blonde spoke softly, looking back at her fellow spider. "Did I?"

To that the young man pulled his arm away from her, slipping his mask over his head to hide his face of embarrassment. "We don't need to talk about it right now. We have a hulk rip-off to deal with!"

With that his partner nodded, tilting her head to the side until she heard a crack. "We'll talk about it later then." she declared, not like she was giving him a choice in the matter.

"Right..." He huffed, before he looked ahead, his eyes narrowing. "Now, lets do this..."

* * *

**_Okay, first of all I want to say thank you to anyone for sticking around on this. It's been a hectic few months for me, more mentally than anything else. First I went through writer's block a bunch and then I had the SATs to work on, so that took a lot of time away. Then this Coronavirus starts up, hitting the globe and my state. And in the process I ended up getting sick myself, so I was put under quarantine from my family and was not in the mood to write. And when I was in the mood to write I started doing other stuff._**

**_I was even thinking of doing a spin-off of this series with Miraculous Ladybug. It wouldn't be to the scale of this story, since it wouldn't involve the stones but it would be related._**

**_Imma be honest, if I wanted I could make a Crossover universe with this event. But I'm too lazy for that._**

**_I'm sorry if this chapter seemed rushed and all over the place, but to be honest I have to. And I'll continue to be until i have no work to do but this. So thank you for the support, criticism and all. I promise to continue trying my best bringing this story to life._**


	13. Chapter 12-Spider Under the Boot

"Uugh!...So tired..." Motto groaned, resting her head on her desk in a dramatic fashion, her clock-like irises ticking faster and faster. "So hungry..."

In the last hour the universe hopping Arachnid Miles Morales and his new acquaintances of SHIELD had unpacked their supplies, making a home in Hosu City Police Station. An agreement wrangled together by Daisy and the police captain.

"Awe..." Simmons cooed while she stepped beside the rookie. "Reminds me of my first few weeks in the agency..."

"Well you weren't zigzagging around like a lunatic." Fitz chimed in, not bothering to look up from the observation lens of one of his devices. But then he paused in thought, and shifted his attention to his fiancee. "Well...Not to her degree anyway. Plus you didn't leave a gust of wind everywhere you went."

"Fitz-"

"What, I'm just being honest!" The Quirkless scientist declared, spinning around from the chair he sat at to fully face the rest of his patsy. "You were much less of a pain to deal with than...her."

"But back then you were stuck in a lab researching Quirk User DNA strands."

"Yeah?...What does our first date have to do with anything?"

His fellow scientist couldn't help let out a little laugh at that, shaking her head as she uncrossed her arms and put his hands on her sides. "That wasn't our first date, it was an assignment we had to do to track down a flaming vigilante."

"Hey, I was nearly roasted alive by a guy on a flaming motorcycle." Fitz interjected, spinning his chair back to his desk. "That counted as a date!"

Swiftly the Scotsman turned his attention back to his work, while his wife-to-be stepped forward, coming up behind him and putting her hands on his shoulders.

"Maybe...But it was also the single most terrifying day in my entire life so I wouldn't quite count it." Simmons spoke softly, leaning against the chair her fiancee sat at.

"Is it?" They all heard the familiar voice of their Chief Daisy as she walked through the door frame, right past the rookie as she rested on the desk weakly. And her attire had grown much more professional, with a black business suit with a white buttoned up shirt under the blazer. Though it was loose at the top, which did reveal a fine bit of cleavage. Mostly because she didn't care enough about her appearance beyond being appropriate.

"I'd think being told we're all going to die would be a close first." She spoke with enough sarcasm one could taste it rolling off her tongue.

"It's definitely up there for everyone, I think." Hope chimed in as she and her partner Scott walked through the doorframe. Both were out of costume, wearing simple civilian clothing. For Scott it was a simple brown hoodie and cargo pants, and for his partner was a leather jacket and blue jeans.

"Hey, I'm sorry-" Miles started, turning to look at the two insects with narrowing eyes. "Where have you two been exactly?"

To that the Wasp turned her attention to the young man across the room, crossing her arms. "We were trying to find Intel, possibly about the Time Stone and where it is, or who has it. So far we got nothing."

Her partner stepped to her side, lifting up a plasplastic grocery bag with a soft smile. "We also got a few snacks. I mean...I think they're snacks..."

"Snacks..." Motto moaned in front of them, not moving her head as she spoke weakly.

The former crook Scott set the bag down in front of the Speedster, reaching inside and grabbing its contents.

"Instant Ramen, Thirty-second Souba, Pocky sticks. Wasabi flavored Kat-Nats..."

The silver-tip blonde didn't miss a beat. The second he placed the sealed cups of food down on the table they were swiped into her hand, and she had strings of noodles stuffed between her lips.

No one thought anything of it, especially not Daisy, Fitz or Simmons, as they actually knew how her Quirk worked. Still, her course etiquette was quite unsavory, as she was quite literally stuffing her face like someone who hadn't eaten for weeks.

"Motto, slow down. The food's not going anywhere." Simmons spoke out like the mother she was to her. "Chew it. Enjoy it."

"Yeah no I need you to chow down on everything in the next eight minutes cuz that's when we leave." The walking Earthquake chimed in, letting out a huff while she rubbed the temple of her forehead with a finger.

"And where is she going?" Hope questioned the drunk, to which she turned with a small scowl of annoyance. Mainly from the hangover she's been forced to suffer through.

"She, and you are going downtown. Another mince murder crime scene plus a custom construction job." Daisy explained bluntly. "Guessing because our mutual friend here was investigating the last place it'll be related to those stones you guys are looking for?"

"Worth a try." Their mutual friend Scott shrugged.

Meanwhile the youngest of the group patted her fist against her chest, coughing softly. A result of scarfing down an entire cup of ramen.

"Did you...get any water?..."

* * *

It had finally begun for the two, the Final Exam between Peter, Gwen, and the Number One hero All Might.

It was a challenge specifically tailored for the both of them in Ground Beta. The same urban cityscape where 1-A fought against 1-B just a few days ago. And it looked brand-new. Almost like Monoma hadn't decimated a fourth of it trying to blow Peter to smithereens.

"Okay, so to clarify: The point of this exam is to find a single hostage and get them across the finish line?" Gwen questioned, the eyes of her mask shifting to give a raised brow expression as she spoke to her partner.

"It's either that or beat All Might himself." Spider-Man shrugged. "But considering he probably has strength equivalent to the Hulk, I'd rather not take my chances if I can help it."

"Well that's no fun." The blonde spoke bluntly, looking ahead. "And realistically insufficient. Our goal should be to capture the bad guy, then the hostage. That way no one else gets in the way."

"Okay. Fair. Any idea how we do that?" The webhead in red and blue questioned with a raised brow.

And with that, his partner abruptly stopped in her tracks, grabbing the satchel hanging from Peter's side, and to that point stopping him from getting any farther.

"Your girlfriend's got something in here to help with that..."

Meanwhile, from afar their enemy watched, standing tall above on the roof of one of the many buildings. Like that of an Apex predator studying its prey.

"Hm...Here we go, Heroes." He spoke triumphant, getting down into a squatting position slowly.

"H-Hey!" Peter stuttered as he caught his footing, looking back at the back at the blonde. "You know you could just ask, right?"

"I could but we're on a time crunch." Gwen spoke bluntly as she rummaged through the devices inside.

"Of course..." The young man sighed softly, the eyes of his mask narrowing while he looked down a moment. "Karen, is Thermal Imaging still online?"

_"Of course, Peter. Would you like to use it?" _Karen's voice filled his ears, to which he nodded in response.

"Yeah, we need to find a hostage somewhere..."

"And now you're talking to yourself. Great..." Gwen huffed as the eyes of her mask narrowed.

It was a statement the young man simply ignored, while his vision shifted and changed into a portrait of purples and blues. The place was completely abandoned. If not for the two other people they knew to be there, they'd consider this place a ghost town.

"Where are you..." He spoke softly to himself, looking up some. Only to find nothing.

They wouldn't find anything on the ground.

Peter grabbed the strap on his shoulder, lifting it over his head to take it off as he looked towards his fellow wallcrawler, which to him was just a feminine figure of red and orange.

"Take that. I'm headed up top to see what I can find." He stated, handing Gwen the strap.

Then he felt it, the tingle up his spine.

The eyes of Spider-Man's mask widened. There was danger afoot, close and incoming fast.

But there wasn't anything or anyone coming in for a solid mile, in all directions.

Which meant...

"Hey," Gwen's voice echoed, as Peter slowly turned his attention to the sky. She was quick to catch it, following suite. "What's up? You look...spooked..."

"Oh...shit."

Above the two was the indomitable figure, the Symbolic man of power, high up in the air, above even the tallest skyscraper. His legs tucked into his torso as he rolled up into a ball, front flipping with an intense rate.

And faster than the two could register he came for them, thrusting his legs back and using the naked air like a launch pad and shooting back down to Earth like a bullet.

Both spider's barely had a moment to move, with Peter leaping out the blast radius to the side of the wide road they stood on, landing on the roof of a car on all fours.

Gwen swiftly shooting a webline from her wrist to hit the wall, before leaping into the air and tugging. She was just barely grazed by the wind that All Might cut through to reach the ground, but it was enough to send her flying straight into the side of the building in front of her, right through the bricks.

The Number One Pro's impact into the asphalt sent out a wave of thick, powerful wind, the likes of which nearly toppled the high ground he perched on, as the car began to tilt to the side.

Thankfully it was only a few seconds until the wind died down and everything settled down, leaving the young man in peace.

But something was wrong. His sixth sense, it was going off like a broken alarm that couldn't be shut off. Something that never happened before. Especially not to this degree.

"The hell..." Peter mumbled softly, looking down and shaking his head fiercely. It was something he couldn't shake. And it only got worse, once he realized the source of it.

The eyes of his mask widened, hearing the deep, triumphant voice of his opponent.

"What's wrong, hero?" All Might spoke through the smoke, his towering figure shining through. But then, in the blink of an eye, it was gone. The dust raised shooting out to the side from the sudden change in wind.

"You don't have the luxury of standing around!"

It was the same voice, but it was closer. Like he was right behind him. He couldn't even tell with his sixth sense, it was going off aimlessly, like danger was everywhere.

The young man quickly spun around, only to be met with a massive hand swiftly reaching out and grafting around his head, lifting him up. He barely had a second to react, grabbing the giant's massive wrist with both hands.

Wait a minute. This is oddly familiar to something.

"I'd think you'd learn that lesson last time." The perfect blonde spoke lowly, reeling his fist back. He was gearing up to finish him flat out.

"But now that hostage will die. Just like your Uncle Ben."

And hearing that, the young man"s eyes grew wider. It was a name he hadn't heard in so long. Not from his Aunt nor his teachers. It was a name he could never forget, but something he attempted to bury unter the piling pain and compromise set afterwards.

The one person he couldn't save.

"This is the end, Hero." All Might declared. But just as he prepared to land the first and final blow, a webline shot out, the end impacting with a splat onto his forearm, being pulled back further than he intended.

"Hey, that's no fun at all! We're not even halfway past the Rising Action point!" Gwen called out, having leaped through the hole in the wall she was thrown through, flipping upwards and latching onto the surface with her adhesive feet. The satchel she had been given on her side.

The Pro's response was a simple turn of the head, his passionate blue eyes seemingly piercing straight through the young woman's cocky demeanor. It was enough to send shivers down her spine, like her own senses were telling her to just retreat.

"Oh this ain't gonna end well."

Before she knew it the behemoth gripped onto the webline, before pulling back. His overwhelming strength was more than enough to pull Gwen off her perch point, taking a slab of the concrete foundation with her.

With his teammate being pulled towards the young masked hero saw his opening. The giant was distracted.

Quickly Peter acted, his one hand letting go of All Might's wrist, shooting out webbing from his webshooters with a 'Thwip', impacting right into the blonde's face, covering his eye and blinding it.

He was quick to use the opportunity, grabbing All Might's hand and forcing it open with all his strength, allowing him to escape his grasp and fall to the ground. All while Gwen flew straight into the building beside them.

Free of his predator's grip he aimed to gain distance, leaping backwards into the air in an attempt to obtain high ground on the roof of one of the buildings.

He could barely register the movements All Might took to reach out and grab his leg, halting his ascent.

"Where do you think you're going?!" He called with an unwavering triumphant.

Right above the two, one of the windows of the building behind gave way, the result of Gwen swinging through it feet first. Extending her arm and flicking her hand she shot a webline out, aiming right for the head. But to no avail.

Before it even hit, the blonde giant grabbed the other end of the silk string. And staring her down was his near pitch black eyes and fiery pupils. His mass and inspiring grin, now inspired nothing but utter terror.

All Might swung his arm back, pulling in the white and black spider, as he swung his other arm underwards.

Using his own student like a bat, he slammed Peter and Gwen into one another with bone shattering force, enough for the air around them to compress, making way for the two bodies that went flying straight through the side of a building. And five blocks away.

The behemoth of a man watched as his students were sent flying, fixing his posture after such a swing and standing tall.

He was holding back greatly against them, only using about twenty percent, thirty percent at most. Anymore than that and he'd risk killing them. Even with the specials cuffs locked around his wrists and ankles to weigh him down, he should've been just a bit faster.

"I really am slowing down..."

All Might stared down at his open palm for a moment, his grin unwavering.

"Damn, these are heavy..."

* * *

Subtle, dry tapping filled the drab and dimly lit bar, as one of the residents's near jagged finger nails hit the wood of the counter he sat at.

It had been an hours since their little taskforce was set out to acquire components their mad scientists so desperately needed. And since there has been nothing but radio silence from Eric, Toga and Compress.

Though, if anything were to be truly honest for these people, he was more irritated his 'Pawns' hadn't called in. For what reason, he obviously didn't know.

At least not until a cellphone sitting in the counter rang. A cellphone belonging to the group warper, Kurogiri.

The purple humanoid mist set his glass and cloth aside to reach out and grab the phone, picking it up and looking down at the screen a moment. It was a blocked number. Of course. But he knew who was on the other end.

Without much hesitation he tapped the screen to accept the call, before putting it up to his head. Then, after just a moment he set it down, ending the conversation without another word.

"Well wasn't that quick..." Another voice filled the daft air. A young man with jet black spiked hair, and burn Mark's along his face and arms, outlined with stitches and staples.

Dabi, one of the newest members of the little group of villains. With his Quirk: Incineration, he can generate and manipulate flames reaching temperatures hot enough to...Incinerate.

"There wouldn't be a point in dragging it out." Kurogiri declared, before raising his hand up. His mist soon stretched out, moving to the center of the room before spreading into a massive cloud of purple mist. "Though I'd prepare myself. Ezekiel said to be weary of who comes out."

"Heh..." Shigaraki groaned, twisting his head to the wrap mist in front of them.

Only moments later did someone step through, a foot stepping through, and making way for the young Yakuza, Overhaul.

Both the teal haired young man and faceless mist were taken aback. For this was someone they knew nothing of. No idea whether he was friend or foe. No idea what his end goal was.

And Tomura didn't care in the slightest. He didn't know him, nor trust him. And from his perspective, he was worthless to his endgame.

Getting up from the stool he sat at, hunched over with his arms dangling he watched as the Yakuza leader emerged, adjusting his latex gloves.

"Ugh...This place is even worse..." Chisaki groaned. He made no attempt to hide the distain for this new environment, gripping his hand into a fist. "How do you work in these conditions?"

"I make it a point to remember my end goal to all of it." Ezekiel's voice filled the air as he stepped through the portal, along with his associates Compress and Black Ant. The latter carrying the unconscious Toga over his shoulder.

"Stane..." Shigaraki growled lowly, his eyes narrowing as he stared at the group. "Who...is this?..."

"A new associate of ours." The scientist declared, stepping forwards.

"He says you can help me with my...mission." Kai declared, clasping his hands together. "If I helped him with his, that is."

"Heh...So then...You went behind my back to form an alliance...For your own benefit." The walking decay spat out, glaring daggers into the two as they stood before him.

"I believe anyone of my intellect, and my situational circumstances would come to the same outcome had it been provided." Ezekiel spoke coldly, unfazed and uncaring. "After all, if I'm to return home, I need as many resources as possible. In this stage, something that can give me enough power to ensure my invention works properly."

"Sounds pretty understandable..." Everyone turned to the new voice, as Dabi smirked subtly. "I'd do whatever I had to to go home."

"Your homes aren't on another plain of existence." O'Grady chimed in, setting the school girl down on a stool.

"No, but I understand." Overhaul spoke out. "Just like your wants to go home, I wanna make a difference in this world. I want to save it."

Hearing that, Shigaraki's eyes narrowed even further. "What do you mean by that?..."

"Well take a look around." The young Yakuza raised his hands some, staring down the mess of a leader in front of him. "This world is tainted, corrupted by this disease. This abomination. Quirks are nothing but defections of the human evolution, and we've let them run rampant, and now look at everything."

"So what? What's your point? You wanna wind the clock back before Quirks were a thing?" Dabi questioned.

"Exactly. To a time without...This disease..." Chisaki turned to the fire-Quirk user. "I'm giving society a second chance."

"And what if we don't want a second chance?" Shigaraki interjected, stepping forwards towards Overhaul. "We've all gone along just fine. Besides, if we did what you want, I'd be sacrificing my pawns. My power."

"Hm. What power? The power that infiltrated the USJ a few months back, only to be chalked up to nothing, losing you a valuable asset?" Chisaki questioned. "Or the power that resulted in little more than property damage in Hosu, and rise of the Hero Killer's popularity?"

That was it. That was the bullet that shattered the demented villain's fragile cool. He hated that man, detested him and his beliefs, even if they aligned with his goal to carve heroes out of society, so that he could rule. He wasn't completely aware of why he despised the Hero Killer, but he knew this same distain for him all the same.

Without even a second's hesitation Shigaraki lunged, reeling his arm back before jetting his open palm dead into Overhaul's face.

He was stopped just a few inches, with a black mist engulfing his hand.

"Shigaraki! Remain calm." Kurogiri spoke, glaring daggers at the young protege. "We're looking for allies. It wouldn't be wise to kill a potential one."

Tomura slowly turned his head to the humanoid mist, letting out a near feral low growl. He then yanked his hand from the wrap gate it was entrapped in, as it dissipated.

"I don't appreciate you not telling me about this, Ezekiel..." Shigaraki nearly spat while he looked up at the masked, armored man. "You should come to me with this...I am the leader after a-"

"You are no leader with a demeanor such as this." Stane declared coldly while he glared towards the teal haired young man. Even through the mask his look was unmistakably unapologetic. "Nor are you mine."

"Gentlemen, we both want something." Chisaki declared, clasping his hands together. "And with each other's help we can achieve them."

Both powers turned their attention back to the Yakuza.

"You can feel it, right? The world is about to change. Sure, Hero society has the Symbol of Peace, but how long will he last now? Pretty soon the dark and the light will be leaderless. And the battle for control won't be far behind..."

"Meaning?" Ezekiel raised a brow behind his mask.

"Meaning, if we all want to accomplish our goals, what other way than to help each other? An alliance, as you will...A Syndicate."

* * *

Gwen let out a soft groan as she struggled to get onto her feet. The same feet of whom's legs were attempting to meld back together in self repair as she moved, along with her arms and ribs.

At the moment she couldn't tell if it was just agonizing pain of her body snapping her own bones back into place and cutting into her own nerves in the process, or the fact she refused to give up that kept her from blacking out after getting thrown like a literal ragdoll, after being hit with one of her own friends like he was a bat.

Pulling off her mask and pulling downher hood she shook her head, getting onto her feet with a hunched posture. A side effect of her side effect of her spinal column rearranging itself.

She took a look of her surroundings. On a roof, right above a small park, with small apartment complexes surrounding it. In the middle was a running fountain, big enough for a body to lay inside it like a bath.

Of course there was, as she could spy from above.

"Peter?!" She called out, letting out a groan of pain as her back shifted and melded back to normal. "Peter! Are...Grh...Are you alright?!"

For a moment there was no answer, only silence. The deafening silence that made her blood go cold.

Quickly the blonde leaped down from the building, landing on all fours on the cement path. She sprinted towards the fountain as quick as possible. Once close she jumped, landing in a crouched position on the ledge of the fountain.

"No no no!..." Her voice was low. For once, sounding desperate, as opposed to her monotone expressions.

However, just before she would reach her hand into the water, the distorted red and blue figure began to squirm some. Before either of them knew it the masked young man sprung his upper body from the water, gasping and choking under his mask for air.

"Oh God!" He choked on his own words, shaking his head profusely while his partner leaned back in shock, which quickly turned to relief. Not that she'd show it once she processed he was still breathing.

"You need a minute?" Gwen quipped dryly, pulling her mask back down to hide her banishing worry. "Takr your time. We're already being chased by Steve Rogers on steroids."

"Ironically he can already be considered on steroids..." Peter's coughs quickly died down as he spoke.

"Oh. So like his steroids are steroids then."

"Forget the analogy...We need to find that hostage..." The young man declared as he jumped to his feet, stumbling some in the shin high body of water.

"Do we now? Why exactly?" Gwen raised a brow, as her partner caught his footing, taking a step out the fountain onto moderately dry land. "Why not just take down the big guy? It'll be easier than finding a needle in a haystack."

"You say that like he didn't just use me like a bat to hit you like a baseball..."

As Peter reeled over backwards with a groan until cracks from his spin realigning sounded, Gwen stood from her perch point, hands on her hips.

"No, I remember that. I don't get concussions. But didn't these guys just give us a way out by cuffing Big N' Buff?"

"Yeah, they did. Not the best idea..." He looked over at her, straightening his posture. "It's not like I can see him coming once he's close...Obviously you can't at all."

"Not entirely true..." Gwen tilted her head to the side, stepping off the fountain ledge and onto the cement ground. "But you're not wrong, either."

"So the best alternative is finding the hostage." Peter declared, cracking his neck. "We're two agile arachnids. We can figure something out."

"Yeah. Like we can figure out a way to take down Almighty." the white and black spider not-so-subtly suggested. Much to the red and blue's dismay.

"Listen, you may not understand it, but the best way to win against someone like that is simply to avoid him-"

"Like a coward?" The eyes of her mask narrowed as she spoke. In her monotonous speech, there was a hint of emotion. Subtle anger, mixed with what seemed like regret. "I don't think so. In fact I refuse." With that, the female spider took a step past him, but didn't get far as he stepped right in front of her.

"I'm not saying you're a coward if you don't fight someone who can snap you half. I'm saying innocents take top priority."

"And I'm saying the best way to keep them safe is by taking the problem on at its source, and shutting him down!" .

By this point Gwen took a few steps closer to Peter, leaning closer as she spoke with unknown venom in her otherwise calm voice.

But Peter didn't notice, nor care about that at the moment, simply stepping back as he spoke. "If you really think that you can take him on then, do it! At least when he breaks your neck you can snap it back in place!"

"Gladly!" Was her only retort, before turning around, just as her partner's sixth sense went haywire, and before either knew it she was knocked off her feet, through the fountain and into the wall of one of the residential buildings.

The initial impact was quick to sweep up the dry debris in the other direction, as the wind connected to the solid structure at breakneck speeds. And for Gwen that quite literally was the case.

Standing over her, with his massive hand around her would-be broken throat was the blonde giant, his mass grin staring her down, piercing right through her cold exterior. And behind it was fear.

"Ah! I finally found you, heroes!" All Might spoke triumphantly, his piercing eye contact with the girl breaking only to glance over to the boy across the small park.

She, as well as Peter were quick to pick it up. And her eyes widened.

"Peter, run!" She shouted out, extending her arm out and shooting out a webline from her wrist to wrap her hand around, as the end hit the side of the Pro Hero's face to tug at, much to his dismay. "I got this!"

Her words however fell upon deaf ears, as instead of running away, he broke out into a full on sprint straight towards them. Even as the near paralyzing tingle of his sixth sense grew stronger.

The mountain of a man smirked seeing his prey jump closer, without an inch of hesitation taking the heroine in his grasp and swinging, throwing the body he held right at her partner.

Even with his sixth sense blinded, he was quick to react. Without a thought Peter leaped up into the air, shooting a webline from his wrist, which hit Gwen's chest as she flew by. And using her inertia and his own strength he rolled forward in midair, shifting Gwen's direction upwards as she was slingshot upwards, as her partner let go of the silk string.

Sending her flying up the apartment complex in front of them, Peter stretched out both arms, shooting out another two weblines to make his escape.

But just as his shot found their mark on the walls of the building, and he pulled them with vigor, he was met was a sudden force from below, a sudden powerful gust of pressurized wind enveloping him. If he could guess, it'd be the equivalent of being hit by a train at full speed, sending him straight up into the air at high speeds.

Everyone in the control room were wide eyed. No one would have expected it, the relentless nature of this one-sided fight. Neither of the two arachnids had gotten a real hit in, and with Gwen's healing Factor, Peter was the one taking the full abuse of it all. Even with the disadvantage of the weights around All Might's arms and legs, he was still a formidable opponent. But here, here he was a predator.

It was something Midoriya was quick to pick up on. Both him, Bakugo, Momo and Iida. Peter wasn't trying to fight. He was only trying to run. Perhaps he didn't believe he could win. Before they started, the young American seemed confident about his position. But something was wrong.

He seemed...scared.

The masked young man's flight reached his apex, as he was given a clear view of the cityscape. Even if it was hazy at best, inching near unconscious. The only thing that woke him up was the alerting rush from his sixth sense going into overdrive once again.

But before he could react, the massive blonde figure appeared, shooting up from under him and looking over him, like a looming angel of Hell.

Reaching his hand out swiftly, the blonde giant grabbed the young man by the face once more, propelling himself down towards the ground with the air alone, before thrusting Peter into the grass and hard dirt of the small part below. enough to emit a shockwave a compressed air pressure that could nearly topple the buildings surrounding them.

Gwen could barely stand feeling the building she landed of begin to shake under her. She ran to the ledge, sliding to a stop a foot short of flying off, and looked down to the source. The first thing that caught her eye was the crater left from the impact.

Peter let out weak groan, coughing profusely once All Might pulled his hand from face. And he was the only one who knew he coughed up blood, a result of his head being caved into hard dirt and possibly concrete. Or was that from when he was used as a bat?

"Hm...How disappointing..." The Symbol declared as he looked down at the young man, who slowly rolled over onto his stomach, groaning in pain.

"Your teachers told me about you. Why you want to be a hero. Not for money, or fame. But because of guilt."

"Well I'm not one for taking credit now, am I?..." The young man remarked weakly, looking back at the behemoths before letting out another heavy cough.

"You try to hide it..." All Might started, reaching down and grabbing the spider's leg, much to his dismay. "But I of all people know how it feels!"

Like he was simply a rag doll, the Pro Hero threw his student, sending him flying across the park, right throw the stone statue of the fountain display and into another wall with a loud crash.

"You're outlook is clouded, young Parker!" The Symbol continued, beginning to step towards the young man as he laid sprawled into the side of the wall. The only thing keeping him awake was the sensory overload that was his heightened sixth sense.

"K-karen..." He spoke weakly, his eyes struggling to stay open.

_"I'm running the Healing Unit!" _The suit AI spoke, her own voice full of distress and concern. _"Just stay awake!"_

"Don't think that's happening...I can't feel my legs..."

"You regret not being able to save your uncle. I know how it feels. But you can't let that fear cloud your judgement." All Might continued, continuing his leisurely walk to the young man. "I won't let you get around me. If you want to win, you'll have to go through me!"

Peter used the strength he had left, pulling one of his arms from the entrapment of the cement with a low grunt.

He barely had the strength to lift his head up, staring down the villain he was forced to face as he approached. But then he noticed something from the corner of his hazy vision.

It was Gwen, jumping down to the ground and landing on all fours. In her hand were the Villain Cuffs given to them Their only pair.

If a head-on approach wouldn't work, then a sneaky one was their next bet.

Quickly the masked blonde leaped forward, reeling her arm back as she broke into a full on sprint.

The Pro Hero seemed blissfully unaware, stopping by the fountain. "If you think tricks and no confrontation will be enough, you're sorely mistaken." He declared as Gwen quickly closed the distance, jumping up into the air and swinging the cuffs right for his wrist.

Only for him to grab hold of the other end, causing her eyes to widen in horror, as his menacing grin shown through, before his massive fist blinded her.

The hit sent her flying back, letting go of the cuffs as she flew a dozen yards away landing on her back with a sliding stop.

"Conversely, an all out assault will never heed the desired result."

Gwen let out a heavy groan as she quickly got onto her feet, grabbing hold of her jaw a moment. Then she jumped right back in. She wasn't one to give up on a fight.

But the moment she lunged for the giant he vanished, in the blink of an eye.

She couldn't initially tell he was right on top of her.

The Pro Hero thrusted his feet into her back, completely alternating her direction straight into the dirt with a powerful crash and a loud snap. Enough to shatter her spine, causing her to cry out in utter agony.

"Gwen!" Peter's eyes widened as he watched, as his partner's body was nearly crushed under the massive man's weight. Now he couldn't give up. Not with her in trouble. Not again.

Gwen screamed out in pure agony and panic, unable to feel her lower body. Even as All Might stepped off of her body, grabbing one of the lingering metal rods of the barriers he blew through, lifting it up.

And then thrusting it back down, ramming it into and through her back, right back into the ground, making her cry out louder.

"Forgive me, Miss Stacy." The Pro spoke solemnly, looking down at the young girl as she squirmed in an attempt to get free. "Your teacher didn't want an ounce of doubt."

Without a second thought, he looked down at the Villain Cuffs in his grasp, before closing his hand into a fist, crushing the metal he held with near ease. Much to his students' dismay.

"N-No!..." Gwen stared up at the giant, as he began to walk towards the red and blue spider stuck to the wall. "Wait, no wait! We aren't finished!"

"Are you sure about that?" The blonde giant questioned, turning back to look down at the girl. "You're both incapacitated. Both unable to do anything. Your goal was to rescue a hostage, but only one of you took priority to that. Am I right?"

Peter groaned heavily as he yanked his other arm free, falling to the ground and onto his hands and knees. Some of his strength was returning, but not much. It was enough to make a getaway. Hopefully.

"At first I believed Mister Beck suggested pairing you two together because of your possible synergy. But now I know otherwise." All Might continued, oblivious to the scheme the red and blue spider was thwipping.

"One believes the best way to save others is by defeating the villain. The other believes in running to get innocents to safety. Both fueled by regret of what they didn't do. Both are admirable, ultimately selfish. Neither of you can truly reach your potentials shackled to this guilt. It will engulf you, drain you of your will to fight. You can't save everyone."

"You sure?..." He heard the red and blue arachnid, and with that turned to look over his shoulder.

In his vision Peter stood, suit dirtied and beaten, his hands together over his head with the thin silk string from his webshooters. it was connected to the building behind him. A huge chunk of it, ready to fall off at any moment. All Might's eyes immediately grew wide.

"Just watch me..."

Before All Might could swing around to go in for the kill, the masked young man pulled on the webline he held, using the strength he had left. And with it, the massive chunk of building came coming down, straight towards the blonde with a destructive, powerful crash that kicked up dust from both the ground and the bricks of the object.

The Pro lifted his arms to shield his face, and as the chunk of cement landed, the young man wasted no time, making a full of sprint towards the dust cloud as the debris was blown apart. The man would be blinded, but not for long.

Running into the debris cloud he shot out another webline, hitting another piece of debris and swinging it near blindly. Though it found its mark at the side of the muscular Pro's head, seeming to disorient him long enough for Peter to slide under him, getting past and freer to get to his partner.

The young man jumped towards his fellow arachnid, landing on his feet but immediately falling onto his side, grabbing the steel pipe from her back.

"Okay! I'm gonna pull this out now!" Peter declared, much to her dismay -- less about the imminent influx of pain and more about him delaying it.

"This is gonna hurt. I need you to breathe-"

"Just shut up and pull it out already!"

Hearing that he immediately pulled, yanking the rod in his hand and pulling out, letting Gwen's scream ring out.

"Son of a!...Motherfu..." She called our, digging her fingers deeper into the dirt before Peter wrapped his arm around her, picking her up to set her on her knees.

"Can you get up?!" He questioned, while Gwen shook her head.

"Can't feel my legs..."

"Okay!...Okay. New plan..." Peter spoke off handedly, quickly scanning his surroundings for a way out. He didn't have long. He didn't even know how long he had. Though he was quick to notice a manhole cover in the middle of the street just ahead.

"Hurry!..."

"I am, I am! Hold on." Peter instructed, and with that lifted the girl, putting her over his back with little strain. Compared a car or billboard, a human was like paper to him. Even if he was beaten to hell.

The window was quickly beginning to close, as the cloud of debris in front of them suddenly dispersed, as the wind pressure inside sent out a powerful pulse to clear it out. In its wake All Might smirked, standing tall, blood dripping from his mouth. Something Peter at that point didn't think possible.

Even more so, the sensory overload to his sixth sense had dimmed. He could think more clearly. Which meant whatever danger this man posed was diminishing. Which meant...

"Is that all, hero?" All Might questioned, standing tall as he wiped the blood from his lips.

"Not at all...I'm still standing..." Spider-Man retorted, spreading his legs in a wide stance. "Just getting started..."

The two stood across one another, falling silent as the wind blew.

The eyes of Peter's mask narrowed as he focused, drawing all his attention to a single point. Hopefully, this impromptu plan could work.

The Pro lunged forward, digging his feet into the grass before propelling himself at high speeds, reeling his arm back as he prepared to make impact with the young man's skull. Exactly what he expected.

Just as he launched himself to him, Peter acted, leaping into the air and lifting his hands to shoot out a blast of his fluids, let out in a thick wide spread instead of the precise thin bolt. All of which his predator ran into, as he cleared the impact zone. The compressed pressure of the punch instead found it's way to what was left of the building in front of them, blowing right through it.

"Holy shit!" Peter called out as he looked back.

"Overkill..."

Though neither of the two gave enough time to dwell on the likely instant death of taking that punch head on.

The red and blue arachnid shot out a webline to his side, letting the other end hit the street before pulling on the line to alter his direction.

The blonde giant however stumbled, letting out a low growl. He grabbed hold of the thick webbing covering his face and blocking his vision, and with a forceful pull, ripped it all off almost as quickly as it went on. His heroic grin now replaced with an angered scowl as he quickly took a look around. The park he stood in was a mess, filled with debris of all sorts, not to mention the destroyed grass under it all. But neither Parker or Stacy.

They had vanished.

The Pro's breath was soft as he stood in place a moment, taking one more scan around himself as he thought.

"Smart, trying to blind me at a point I wouldn't be on the defensive...No doubt his Sixth Sense..."

And then he stopped, staring into the street and freezing. Except for the mass grin forming, as he laid eyes on the open manhole, the cover thrown off to the side.

"I see...Truly, running is the only answer at the moment...But I wonder, when it's time to fight, what will you do, Parker?"

* * *

_Author's note time._

_Okay, this was originally supposed to be one long chapter, but I'm splitting it into two parts, and I'm hoping two parts because as much as I love brutalizing kids I have other storylines to get to. And not just in this story, but I doubt that a tie-in story with this one will be that well recieved. Hopefully People like Brigette/Hana x Spidey ad much as Mei/Mina x Peter. And hopefully I don't screw this up. This is only one person actually doing this, with no editor or anyone to bounce ideas off of. And I have a lot I wanna do with this series, I won't really get to do until after the training camp arc. So lets hope I get there._

_Anyway, I hope you enjoyed. I'd take a break, because between this school from home and this I need it, but I still have another story that ties into this one to make, so I'll just finish that and go to bed in the morning. Have a nice day._


	14. Chapter 13-Don't Think, Just Move

_"You understand what you're asking for?..."_

_"I'm asking the two get the best of this exam-"_

_"You're asking me to kill them!" All Might yelled out, slamming his fist down onto the wood desk. Though his skeleton frame wasn't nearly enough to make it falter an inch. And it wasn't at all threatening to the Sorcerer._

_"See that? You're underestimating both of them just by saying that." Quentin spoke softly, adjusting the tie of his black business suit. "I see both of them, doing incredible things for this world...In Japan, the States, Europe...All of which they can't do without a bit more tough love, and the only way they do any of it is here. Where you show less restraint."_

_Toshinori simply stared at the hazel haired wizard as he sat down in the seat across from his desk. But soon he averted his gaze, interlocking his fingers._

_"I could give examples too, if you want. Reasons why fifteen percent won't cut it." Beck continued, tilting his head some. 'You're supposed to put your students through the wringer, so to put it. Right?"_

_"Yes, bu-"_

_"Then what's the problem?" The American raised a brow, leaning back in his seat. His tone was nothing but blunt._

_"If I recall one of them crashed onto your front door like a bullet, and lived. The other has had several of her body parts, including her neck on multiple occasions snapped and destroyed, and she gets right back up to fight. Neither of them know when to quit and if someone doesn't set them straight about their methods, they will pay."_

_"Mr. Beck, you're asking me-"_

_"To make sure they don't pay." Quentin leaned forward in his chair, clasping his hands together as he gave a reassuring smile._

_"If you're that poignant about it, One For All at forty percent should be enough."_

_Immediately the scrawny Pro's eyes widened. Of course, All Might's Quirk was a secret, one most took to their graves. So how did this man he never met before today know about it?_

_"You're wondering about how I know about that, or how you gave that to one of your students, but I think we should focus on the exams." Quentin grew a soft grin as he spoke._

_"You wouldn't take it easy on Midoriya and Bakugo. I'm simply asking you to show a higher courtesy to more...experienced heroes-in-training."_

* * *

These thoughts, that recent memory flowed through his mind, as he stood tall in the awake of the destruction laid by his hand. Wiping the blood that dripped from his lips as he grinned softly.

His prey had escaped his grasp, scurrying underground into the sewer systems down below. Eith their speed they could cover a significant amount of distance. And he could feel his muscle form begin to waiver. He was getting weaker, and if he wanted to maintain his power for the time being, it was best he'd get back to his post.

He cursed himself as he balled his hand into a fist. He was getting weaker by the day. And he was certain his students could see it. Which only held the next question: What could they do now?

* * *

"Okay...Okay, god this sucks-hngh!..." Gwen hissed as the two March on along the cement platform, both seeming weathered.

"It sucks for you? At least you heal super fast...I can't feel my face...Or anything, really..." Peter retorted with a huff. Ironically he was the one pulling his alternate counterpart ahead, as she stumbled to find her footing.

"Yeah, but then again you're not all that frail either...Took worse than me..." The blonde shrugged softly, looking up at the masked young man as he carried her with an arm around her waist. "Aside from the...Broken spine..."

"Yeah, that's healed up, right?"

"Yeah, sure. If we don't count the millions of nerves that have to reconstruct themselves and then reattach to the original ends, not to mention the spinal column-"

"So that's a no?" He questioned dryly

"Nah, it's pretty much...there..." Gwen looked back down as the two walked, just barely tripping over herself. "It's actually walking again that's the hard part..."

"You say that like you have experience..." Peter raised a brow, looking down at the young woman while she groaned, adjusting herself so she was more secure in his arm.

"More than I think I wanna admit...At this point it can be counted as abuse!...If I didn't break something of theirs in return..." She let out a soft chuckle, before immediately wincing and putting a hand on her abdomen. "Okay! Hurts to laugh!..."

"You get used to that..."

"You say that like you have experience..." Gwen quipped dryly, laughing quietly before she hissed from the lingering pain.

"Yeah...A little."

After another moment the two arachnids stopped, with Peter setting Gwen sown against the concrete wall to sit.

"Okay...What now?..." She groaned softly as she leaned against the wall.

Peter crouched in front of her, placing his hand on his chin.

"Head-on confrontation's out the question..." He mumbled softly, tapping his chin as he looked down. "If he catches us he'll slam us back into the concrete..."

"And we can't focus on finding the hostage, the guy's like a predator from...that one movie."

"Huh? You mean 'Predator'?" The masked young man raised a brow. And then his eyes widened, and his fingers snapped.

Gwen huffed softly meanwhile, leaning her head back as her eyes narrowed. "Is every Peter Parker a movie nerd?"

"What if we split up?"

"Heh?" Gwen immediately lowered her head, raising a brow in confusion. "Why would we do that again? Didn't we get our absolute ass handed to us together?"

"Yeah, together." Peter started, looking down to the satchel, which miraculously hadn't been ripped or blown to all hell.

"I don't follow." She deadpanned as her partner reached out to the bag, grabbing it.

"It's so simple! As long as we're together we won't get anywhere. But, he can't get us both if we're in two different places."

"Oh! So only one of us gets our skull bashed."

"Not necessarily." Peter countered, opening the satchel and reaching into it, rummaging through. He then looked up to her. "I...Yeah, I have a...A Sixth Sense? I can sense danger, like a-"

"You mean Spider-Sense."

Immediately Peter stopped, both in confusion and disbelief. Considering he never heard anyone call it that. Moreover, he didn't know anyone knew about it.

"That's what Mina calls it." Gwen continued, shrugging softly. "From one the comics, she says."

"...Huh..." The red and blue spider turned away a moment to process the information as he mumbled to himself. "I've gotta read those things..."

"Anyway, it wasn't working earlier. It was going into overdrive, I could barely see him coming."

"This does not invoke confidence." Gwen deadpanned once more while her partner his hand from the satchel, looking over the contents in hand. A metallic red ball with a single round button in the middle.

"When I hit him last time, everything felt clearer. I could actually think." As Peter explained he reached back into the bag, before pulling out a piece of paper. "Gwen, the power he has is temporary, like Superhuman Steroids. He's running out, and that means he's getting weaker."

"Okay...Still doesn't fill me with confidence..." The blonde let out a sigh, whining softly while feeling the rest of her discombobulated spine pull itself together. "You have an injury, don't you? Can you even take a super-roided jock?..."

"I healed." The masked young man shrugged, looking down at the paper in hand. "Besides, we both have brawns, we just need to figure out which one has the-...Oh boy."

To that the hooded spider tilted her head, a single eye narrowing in confusion. "What's wrong?"

Peter simply faceplamed, shaking his head as he set the paper down. "Oh Mei..."

"Wait hold on, Peter?" Gwen persisted, even as the red and blue spider stood up, quick to catch his balance after stumbling a bit. "Okay, so one of us goes off to distract All Might. The only way we win's by finding the hostage, and we have no idea where they are!"

"Then we check the Cell Tower."

"The what?" Gwen questioned in confusion, soon picking herself up to get onto her feet.

"I saw it in the city, when All Might sent me flying." Was all he said, looking ahead for anything in the dark. "Can you walk now?"

"Yeah, I think..." She nodded softly, tilting her head to the side before the two heard an audible snap, followed by a grunt of relief. "So what's the plan?"

"I already said," He clarified. "We split up, one distracts him, the other finds the Hostage. The best place to check is the cell tower. If they aren't there, there should be equipment there to triangulate their position."

"As in track them down using devices in the city?" Gwen tilted her head some.

"Exactly." Peter nodded, looking over at his fellow arachnid. "We should getting moving too. Before he catches wind of it."

"Oh I have a feeling this is gonna get a lot more painful..." The white and black spider mumbled. "Why couldn't we have gotten someone like Midnight or Potts? Be a lot less of a pain in the ass..."

* * *

"This is not okay!" Mina wailed, sprinting through the course both her and Denki were set upon for their exams, as rubber bullets were sent flying through the air.

"This is not okay at all!"

The two young heroes had a similar task to Peter and Gwen, that being that had to shut down the facility they were put in, with a mass army of drones as their opposition. Courtesy of attack drones, all under the control of the Rescue armor AI: A.D.A.M.

The same armor that couched atop the roof of the facility they had to fight their way into, perched along the ledge to observe it all. Unmoving. Not at all surprising, considering no person was driving it.

The owner of the suit was sheltered among an observation room, accompanied by the rest of her fellow teachers, excluding Toshinori, Kayami, Rogers and Aizawa. But however including the nearest of the ranks, Quentin Beck. Though the latter was found in extreme odds with her.

"What did you say to him?!" The orangette questioned, getting up from her seat and slamming down on the table below.

"I said what needed to be said." The sorcerer spoke, arms crossed as he looked up at the screens. "He needs to change their way of thinking. The best way to do that is to put them against an immovable object."

"They're children! And you told Toshinori to bury them into the pavement?!"

"Yes. I did." Was his only response, turning back towards the pseudo-mother figure of the two.

The other faculty only stayed quiet for the moment, Wanda even stepping back some. She could feel the Iron maiden's anger, growing more intense by the minute.

"What is wrong with yo-"

"Has it occurred to you that Peter holds back when fighting? He doesn't throw a punch, barely engages." Quentin interrupted, taking a step forward. "He doesn't because of one thing. He fears his own power. He's afraid he'll end up killing someone, to the point it hinders him."

To that, Pepper shook her head slowly, narrowing her eyes in the process. "That is perfectly natural, it doesn't mean you push him against a juggernaut!"

"Why is that, exactly?" The sorcerer stepped closer, letting out a soft breath. "He's faced juggernauts, if you haven't recalled. He'll do it again, sooner than later. I think it's important for both of them to prepare, now. Find ways aroundthem at the least. Unlike All Might they won't be holding back!"

Immediately Pepper silenced, her eyes slowly averting to the side. He was right. No matter what they did, neither Peter or Gwen would stand down if they can help somehow. Even more so, if the beings like the Elementals or Thanos surfaced, what would happen to them?

"It hurts me too, don't get me wrong. But this is for a reason." The emerald eyed, hazel haired man settled a hand on her shoulder. "Trust me..."

The businesswoman simply glared, slapping his arm away with a swat. "If anything else happens to them, it's on you."

To that, the sorcerer nodded softly, turning back to the screens in front of them.

* * *

The black and green semi-liquid swirled in its container for the doctor -- its creator -- to observe, mindless to its actions, much like its untouched siblings, Substance Five and Substance Six.

"Subject Four vitals at an adequate ninety beats per second. Substance graft optimizing." Ezekiel spoke lowly, typing through his keyboard as the light of the liquid filled human container illuminated his armor.

"Symbiosis Bond Synthesis...Complete." He continued coldly.

"So, what?" The voice of Toga filled the air, causing the scientist to turn his head to the blonde school girl, as she held one of the containers, full of red semi liquid crawling against the glass for her chest.

"You're just giving these things away? Isn't this process supposed to be permanent?" The Black Ant questioned, stepping to Himiko's side.

"It is Micro Electrocution Therapy." Ezekiel spoke simply, turning back to the container that held his silver Symbiote, coating a massive muscular mass as its consciousness faded in and out of reality. "To ensure the Substance does not reject the Subject, and in turn kill them through incompatibility."

Hearing that Toga's eyes immediately widened, before narrowing as she stepped forward. "What?! What do you mean kill them?! I've had this blob in me and I didn't get any of your shock therapy!"

"Because you didn't need it." Was Stane's only retort, stepping back from the lit tube in front of them all. "Your mental patterns were perfect for Substance two. Therefore there was no need to interfere in Symbiosis, except to prevent hostile takeover of your mind."

"WHAT?!"

"The fuck is wrong with you?" O'Grady spoke out, stepping forward in front of the blonde. His usually calm and low voice full of aggression, for good reason. "She's a kid, and you just gave her some odd fucking blob that turns her into a mass murderer. And now you're saying that it can kill her and take over her mind?!"

"I'm saying she's perfect for the Symbiosis, and is only at risk where her mental state is concerned. As if her mind isn't already drastically impaired."

"That doesn't mean anything!" The Quirkless thief growled lowly, clenching his fist as he stared down the mad doctor's backside. "She's a fucking kid! Don't you have morals about this shit?! You tormented an agent of Shield, and you're using some guy as a battery. And you knew this whole time there was also a chance one of our guys can go insane?!"

The warehouse soon fell into silence as the Black Ant vented. Twice had halted in his part working on his project above on the catwalk. Himiko was shocked; It was the first in a long time that anyone had stood to defend her wellbeing, even with knowledge of what she had done.

Ezekiel only narrowed his lenses. Insubordination was all he heard.

"No wonder Stark killed your pops. Guessing he was a lot worse..." He continued. The final straw that broke the camel's back.

Immediately the armored scientist spun around, outstretching his arm out as strings of orange electricity surged along his fingers. He would've been quick to take a possibly problematic variable out of the equation, but he was immediately halted by a familiar voice.

"Now Now, Mr. Stane. Don't invalidate your words thinking so irrationally." A voice echoed, with a nonetheless calm voice, despite his predicament.

Tubes running through his neck and cheeks, hooked up to the machine that kept him breathing after all these years. His face held no details, not even eyes, only a nose and mouth, which grinned endlessly. As if nothing had happened to him, and he was right where he wanted to be.

Slowly the scientist lowered his arm, but didn't dare break eye contact with O'Grady.

"He shows insolence." Ezekiel declared, cold as ever. "Insolence must be met with repercussions. It is only logical to keep the other soldiers in line."

"But I told you already, Eric O'Grady, much like you, serve a purpose. If you want to return home, that is."

"Unlikely." Stane retorted. "Aside from rudimentary mechanical and computer engineering he is little more to me than an extra minute to work among other items."

"Ah, but he is nonetheless important." The voice spoke calmly. "Don't go and stoop down to Tomura's level. It is unbecoming of you."

To that, the android of a man growled lowly, turning to the source of the voice, which lied beyond his experiments.

"Or have you killed more underlings for less?"

"It isn't wise to patronize me, All For One. After all, I am the one with the highest intellect on your side, no?" Ezekiel questioned, his tone remaining low and calculated. "After all, I'm the one implementing the improvements to your artificial humanoids. Truly the only thing missing between the two are the abilities that you are to give them."

"And I appreciate your efforts, Ezekiel. Really, I do. But, you do wish to go home, no? You never to slow down, wait. Be patient."

"I am not your lackey." Ezekiel raised his hand to point at the source of the voice.

"No, of course not." All For One agreed. "Moreso business partners. And we won't get our returns fighting among ourselves."

With that, the doctor gave a low growl, looking back to his underlings O'Grady and Toga. "Put the Symbiote back, and get to work, Mr. O'Grady."

The thief only gave a glare to his supposed superior's condescending gaze, before stepping to the side and walking off towards the stairs that lead to the catwalk. Leaving the school girl alone in the android's gaze.

"The Symbiote." Stane persisted, while Toga glared right back. "Put it back."

Their stare down only lasted a moment, before the messy-bun blonde let out a huff. "If it gets me one step closer to what I want..." She groaned, turning to the wall of canister pods, four empty, before sliding her own canister into one of them.

Though the contents inside was displeased, pressing its mass against the bottom right in the direction of its host, it was quick to calm seeing her near unhinged grin.

"Don't worry, it won't be long~ Until we're right back together~" Toga cooed shamelessly, inching closer to kiss the glass.

Seeing it all from above, the villain Twice couldn't help but shiver in discomfort of her liking to the monster, but also shuddered, with his split mind actually finding it attractive. Proof he needed a therapist.

* * *

True to its purpose of simulation, Course Delta truly was like a city. Built with an actual sewer system under the streets and buildings. Of course, Gwen was more adept to the routes, being that without much of the lights she could still see just as clearly, as opposed to the Stark Suit's now foggy Night vision.

It took a while, but the two finally made it to their destination, as proposed by a manhole cover in the middle of the street being sent flying by Peter's fist, right before leaping out and onto his feet and hand, taking a quick glance around.

His Sixth Sense, err, Spider Sense, wasn't getting set off, meaning there was no danger close by.

"Coast is clear..." Peter spoke lowly, as his partner leaped out from the manhole after him, landing in a crouched posture much like him. Their sights both set on the massive skyscraper in front of them. The cell tower.

"You think you can handle Goldie Locks?" Gwen questioned, standing up straight as she began to walk, turning in the process to look at her partner.

"Yeah, of course...I'm feeling my face again..."

"Doesn't answer the question-"

"Yes, go already!" Peter persisted, jumping some on his two feet to find feeling in everything else. It actually confused him just how numb his lower body felt, despite what he was doing. He could easily chalk it up to the dangerous amount of adrenaline. "He can only smash my face in so much before he gets bored."

"Don't joke about that!" Gwen scowled behind her mask. She always hated Peter's quips about harm to himself, and even now, with a guy she didn't really know, she felt the exact same way.

But she understood why he joked about that type of thing. She did too when she was afraid.

"C'mon, I'll be fine. I took worse, trust me..." The masked young man gave two thumbs up.

"Right..." Gwen nodded softly, raising an arm towards the skyscraper before flicking her wrist back shooting out a silk line of webbing. "Try to avoid the brain damage if you can?"

"Can't be worse than any of your concussions." He quipped cheekily

"Only if you took a grenade to the face..." The white and black spider gave her partner a small wave, before leaping up and pulling herself up with her webline onto the side of the building, and then sprinting her way up the building.

Now he was on his own, left to fight the proclaimed Pillar of Hero Society. Even as the villain, and even seemingly weaker than their first encounter, as he saw himself he was greatly outmatched.

Reaching for the satchel he wore, he unzipped it and reached his hand inside, before pulling out one of the items inside; a type of pipebomb, supposedly full of the webfluid compound such as the ones in his webshooters.

The only problem of course being, he never actually shared the ingredients of the compound. And even then Mei was a terrible chemist.

"Lets see how effective these things are..." He mumbled to himself, before raising his free arm and shooting out his own webline from his wrist bands.

But before he could move himself to higher ground, the hairs on the back of his neck raised, and his eyes grew wide.

Without a second's hesitation the masked young man leaped up into the air, just as the muscular giant would have blown right through him with a mighty punch that whiplashed the air itself.

He stretched out his arm and shooting a webline, which found its mark on the side of a skyscraper's lower wall. And with that pulled himself up to an elevated level, landing on the surface and sticking to it.

He was right. All Might was slowing down.

"Heh. What's wrong, old man?! Getting tired already?!" Peter called out from above, the eyes of his mask forming a raised brow expression. "Or is it you can't keep up? Either one works!"

"Don't get cocky now, young Parker!" All Might smirked, lifting a hand to pound towards the young man. "You have potential, but it doesn't matter without experience!"

With that the masked young man narrowed his eyes. "Then take me to school."

Just then his lingering tingle spiked in full alarm. There was no time to think, only move.

Just as All Might launched himself straight for him, Peter let all but one hand unstick from the wall he perched on, using his feet to propel and swing his body higher, right before the blonde's fist made shattering impact into the building.

"You really are slowing down! Runnin' out of steam?" The webhead taunted, looking All Might in the eyes. Even with the now constant ringing in the back of his head he couldn't help but grin behind the mask. Though out of excitement or utter terror he had no idea.

"See if you can keep up, Old Man!" He spoke as he leaped off from the side of the building, over the pro while he reeled his arm back and out of the hole in the wall. And while the arachnid fell head first to earth he shot out a webline, using his newfound inertia to swing off.

However he wouldn't get so far.

Reaching the end of his pendulum swing the spider released his grip on the silk string, sending him flying through the air. But hust then, another spike in the shivers down his spine.

Before he knew it the giant was on top of him, his arm reeled back and ready for a punch. There was no time to think, just move.

Peter extended one of his arms and in the same breath shot out a webline from his webshooters, pulling on it just as it found its mark on the roof of a building. Only inches from All Might's deadly strike.

Finding his footing as he landed he didn't miss a beat, going into a full on sprint across the rooftop of the commerical building, while the tingle down his spine spiked once more.

In midair the Pro Hero threw himself into a spin, moving like a human-sized top at drastically increasing speeds, before releasing all that pent up kinetic energy, throwing a single punch in the direction of his foreign student stood.

Before the wind followed suite.

The young man didn't hesitate, going straight for the ledge before leaping forward off the edge, shooting yet another webline from his wristbands to another building to the side, while the one behind him was blown through by the concentrated hurricane that was the Heroic Villain's attack. Just barely escaping the crosshairs of the attack he swung off, leaving All Might to follow.

Gwen watched from afar as her partner lured him away, halfway up the tower. The eyes of her mask narrowed.

"Oh this plan's gonna backfire..." She mumbled to herself, he tone laced with concerned for her fellow arachnid. "Don't do anything stupid..."

* * *

While the two arachnids worked on their hostage rescue strategy, their classmates watched. While most had hope they would prevail, some's optimism were faltering.

Primarily Midoriya, the sucessor of the very man they were up against. If anyone knew his limitations he would. And he knew one thing was for sure, he was still holding back.

"What are you planning, you guys?..." He mumbled to himself, furrowing his brows softly.

"C'mon, do something guys..." Kirishima grit his teeth.

There was no way the guy who put his life on the line twice already would be running, even now against a Pro. Even if he was beaten and bloodied.

"It's a viable strategy..." He heard beside him, turning his attention up to the dupli-armed Mezo Shoji as he cupped his masked chin with a hand.

"Huh? What is?" Hanta questioned with a raised brow, helmet in hand while he looked at the Mutant.

"Whaddya think, you rejects?!" Everyone nearly jumped hearing Bakugo's intense words. "The punk's using the same trick he did with Copycat Monoma!"

Hearing that Midoriya blinked softly in realization. Of course.

"So instead of trying to fight back he's waiting for him to burn his energy..." Momo spoke softly as she turned her attention back to the screens, as the red and blue spider barely missed the concentrated winds against him in midair.

"And regardless Gwen's looking for the hostage, while he leads All Might away." Todoroki finished the shared train of thought.

Cue an angry Bakugo in the background screaming "THAT'S WHAT I FUCKING SAID!" At the top of his lungs.

"You sure? Seems pretty single minded..." Jiro spoke, sat in the back with an ice pack to her formerly bleeding ear. "He might catch on."

"Yeah, he probably will..." Deku started, with a look of doubt in his eyes as he rubbed his chin. "But...I don't think that matters, as long as Gwen can get to the hostage first..."

* * *

"Dammit, why is this so high?" Gwen groaned, slapping her hand against the metal panel of the Cell tower, the highest building in the simulated city. And that was the problem.

"There's about a dozen other buildings all over the place! But no, they have my ass climbing about thirty thousand feet! Because screw me in the ass with a stick of dynamite!"

With a heavy groan she raised another hand, slapping it against a vent panel above her. Then she stuck her fingers onto it, before heaving back with a powerful yank and pulling the frame off its hinges.

"At least this isn't another Riot situation..." She mumbled while she crawled into the now open vent, making her way through slowly.

"But at least they didn't involve crawling through vents like a rat..."

Only minutes later did she find her footing, that flooding being a loose grate in her new cramped space, leading down to a vacant hallway. And using those same feet she proceeded to kick the looking vent plating in and to the floor with an ear wringing clang, before dropping down and landing on all fours.

"Alright, Mr. Hostage...Where are ya?" She mumbled to herself as she slowly stood, stepping forward one foot at a time. albeit the first step was wobbly on her part, but it wasn't something to think about now.

Walking down the hall Gwen focused her senses, unsheathing the sharp blade that was her enhanced hearing, smell and feeling, shutting her eyes in the process. Her sight wasn't needed.

Stepping to the side of the hall she raised a hand, balling it into a fist and slamming it into the wall beside her. Just enough, as the material of the wall shifted and echoed throughout the floor, like a ripple in a puddle. And she could feel it all, like a bat in the deep crevice of a cave.

It didn't take long until she found what she was looking for, someone she was looking for. The vibrations were off, somehow. Right under her.

"Huh...That was easier than I thought." She mumbled to herself, stepping away from the wall as she looked down to the floor. Then shrugged, tilting her head and cracking her neck. "Welp, down we go!"

It didn't even take a minute for the female arachnid to break through the floor beneath her, as fell through and into the room below to land on all fours.

Her sight was illuminated by the lights of the television screens mounted to the walls, all displaying the different posts of the city.

And with those lights she could see her objective clearly. Sitting there spooked in a rotating chair beside a desk with wide eyes through her glasses. Indeed an appropriate response considering there was a door right behind her she was supposed to go through.

Yes, her. The motherly, yet flirtatious R-Rated hero in her early thirties! Midnight! Or more accurately the civilian Nemuri Kayami!

"Midnight...Of course..." Gwen narrowed eyes, which translated through her mask. "You're the hostage?"

"Yes...Why yes I am." The flirtatious Hero attempted to calm herself, adjusting her glasses as she stood from her chair, hands on her hips. "I'm quite impressed you figured out my location so quickly! Though I wouldn't put it past you or Peter. Two smart cookies, I'd say!"

"Smart?" Gwen questioned, tilting her head to the side. "Don't tell me there was some deep meaning to you being in the tallest skyscraper..." She grumbled lowly.

Hearing that the older woman's smile fell, blinking softly as she stared at her student a moment, more surprised than anything.

"Well...There was an entendre behind it...But it doesn't matter how you figured it out," Nemuri declared, raising a hand and setting it on her savior's shoulder, not so much to her indifference. "All that matters is you found me!"

"Great! So...We win then?" The masked blonde questioned in hopes of agreement. "Please tell me we win."

All she got was a wag of her finger while she shook her head.

"Nope! You gotta get me to the finish line first, dear." Kayami clarified, giving a warm smile as she spoke. Much to Gwen's dismay.

"Great...Great..." She looked away a moment, crossing her arms as the eyes of her mask squinted in annoyance. "Oh I'm betting Peter's better at this than me..." She mumbled under her breath. Then after she turned to the pro-civilian, with such sarcastic enthusiasm so thick you could put a fork through it.

"Okay! Lets get going, citizen!" She spoke triumphantly, hands on her hips like she was from a comic book. "It'll be safe! I won't let anything...This is already exhausting, c'mon lets go."

* * *

"This sucks! This sucks, this sucks this sucks!"

While his partner took the easiest objective within this situation the two found themselves in, Peter was on the other end of that spectrum. Which was only partially solved simply by running away.

"Don't think, just move..." He mumbled to himself, landing on the side of a building with all fours, latching to the surface. "Don't think, just-" He felt the spiking tingle at the back of his neck. The eyes of his mask widening he leaped forwards, extending his arm to shoot out a webline as he just narrowly escaped the crosshairs of the concentrated cyclone of a man, which easily blew through the structure behind him.

"We can always take a break!" Peter called out as he swung into the air, letting go of the webline and letting himself shoot into the air in a soft flailing motion. "It's alright to get tired out at your age! I won't hold it agai-"

Once again his buzzing and overworking Sixth Sense shot into overdrive, more than the last strikes he dodged by the skin of his teeth.

He could just barely register the near hulk sized blur shooting through the collapsing structure.

And then appearing right on top of him.

His eyes widening he swung his head back to look up, only to be met with a massive fist to the side of his face, sending him flying back down to Earth like a bullet into the tarmac, breaking the ground below and destroying the street beneath them, picking up debris dust all around the newly formed crater.

A good few yards away All Might landed on tarmac. His overzealous grin having left his face. And for good reason. For the majority of the match up he was careful to hold back with his Quirk, only giving twenty five percent, enough to give the two a challenge and maintain his transformation. But he noticed something, if anything Peter was stalling. And with his partner out of sight, it was easy to figure out what they were trying to do.

"There's no point in running, Young Parker! There's no running out the clock like you did for Monoma!" The Pro called out, stepping forward towards the crater. "You can't wait for the villain tire himself out! How many people would have to die before you took one down with this single-minded tactic?!"

While the giant stepped closer, behind the smoke the masked young man stumbled onto his feet, the eyes of his mask narrowing as he winced heavily, putting a hand to his cheek.

"That's a thick second wind..." He groaned softly, before turning his attention to the blonde Pro.

"Do you think this is a joke, Hero?!" He suddenly heard, as from afar the Pro Hero widened his stance, reeling his arms back. "You don't realize? Right now you're fighting to live!"

With that he leaned forward, putting all his weight into his attack and slamming his hands together, while letting out a gut scream.

_"IDAHO! SMASH!"_

As if on cue the wind in front of the behemoth warped and combusted onto itself, sending out a whirlwind directly towards the masked young man.

The overwhelming presence broke windows all the way down ten city blocks, ripping through the very ground in front of him and sending the stationed cars and the like flying aimlessly.

Including Peter, who attempted to make a run for one of the alleyways to his side, only to be blindsided by an SUV slamming into him.

Everything in his path was blown back by his power, at least the use of thirty percent in the attack, which only succeeded in picking up a larger smokescreen from the fall out.

And once the dust settled, and everything was settled, nearly nothing stood before him. Just a pile of rubble and collateral damage from afar.

"Hmm? I suppose I overdid that one, didn't I?" All Might spoke to seemingly no one, still with his triumphant and heroic tongue as he began to walk forward towards the remains.

And that imminent danger was exactly what jolted the masked student back from the depths of unconsciousness, his eyes shooting open to be met with the debris that came along with him.

His initial intent to get onto his feet was for not, with the weight of an entire SUV pinning him down.

"Oh c'mon..." He groaned, more in annoyance than the pain of the added pressure of a near two ton metal object pinning him. "Why does this happen to me?..."

"All of this can end if you forfeit, Young Parker!"

Peter perked up hearing that now menacing voice call his name, his eyes growing wide. Even without the ever escalating and near numbing feeling that was his Sixth Sense, he could hear the rubble crush under his feet as he came closer.

"If this is your only hope to stop a villain, there's no point in continuing this charade! In a real battle, Gwen won't be around to do what you're supposed to!" The Pro declared, as he student slammed his elbow into the side of the SUV holding him down to push it up enough for him to slide out. His mind raced to rethink his strategy. Running wouldn't work anymore, not for either of them.

"Well, Parker?! Just give up! If you believe so much in this cowardly act!" His teacher called out once more, his voice laced with venom of disappointment. A young man who showed so much promise, wasting it. And he knew the reason. And because of that he hoped, prayed that he could break through to him somehow.

Perhaps he did.

Out the cloud of smoke an object was thrown, the SUV sent flying through the smokescreen and straight towards the Pro, in an act that shocked All Might.

And Class 1-A.

* * *

"Holy crap!" Hanta cried out in awe, having seen the arachnid both lift the two ton metal can off of him and then pick it up with almost no trouble.

"Wait, he can do that?!" Jiro was near speechless, slap jawed. "I thought his Quirk was just to stick to things!"

"Yeah, he said that...But," Midoriya attempted to explain, cupping his chin in his hand in thought. "People have thought their Quirks were one thing when they were really another...Or he was keeping that part secret?"

"He doesn't seem like he wants to hog the spotlight..." Todoroki spoke up, though even with the reveal of his classmate's super strength to match the agility and durability, he was stoic as always.

"And it means he was holding back in the practice rounds with 1-B." Iida mumbled, adjusting his glasses softly.

"Amazing..." The successor mumbled to himself, gulping softly as he and the rest of his class watched in anticipation.

Momo was left speechless. He was strong, possibly the strongest in the class, but he never used it. Why? She didn't know, she couldn't. But it didn't matter. Not now.

"Peter..."

* * *

The blonde Pro was quick to go on an offensive defensive, reeling his arm back quickly before thrusting it forward, sending it flying back where it came like it was but a lightweight. Exactly what the hero-in-training hoped for.

Leaping through the smoke with his righy arm reeled back, wide eyed and gritting teeth behind his mask he prepared his counterattack.

Around his right arm was a gauntlet, the invention created by his host to amplify his punches by at least five times, with the possible acceptance that if he used it he'd end up breaking his arm. It was best to use it as little as possible, but now wasn't the time.

Just as the two ton metal can was about to hit, he rammed his armored fist into the object, the gauntlet compressing the kinetic force in the exchange and blowing back tenfold. Thankfully without blowing up.

Putting full force into his punch the vehicle nearly ripped apart, before the concussive force shot it right back where it was supposed to be.

Something his teacher wouldn't have, reeling his other arm for an uppercut, and swinging upwards just as the car would hit him, splitting the object completely in half with his brute force.

Exactly what Peter was hoping for.

One thing he had done this whole time wasn't just running or waiting for his opponent to ware out. He was watching his movements the whole time to get a better grasp on how he moved, how he attacked. He could only deduce it was a powerful brute strength approach, and that he was holding back. But that was enough.

He didn't have to face him head on. He just had to make him use his Quirk, which left him wide open.

Taking the opportunity the red and blue spider shot out thick webline from his unarmored left wrist, its end hitting and sticking to All Might's backhand. And landing on his feet he blew into a full-on sprint, only letting off his feet and letting himself fall on his back to slide right under the behemoth.

The Pro grew wide eyed as his arm was pulled against, combating even his strength at thirty percent. Before he knew it his arm was under him, Peter yanking on the webline as he swiftly hopped on his feet, before leaping into the air and over the massive man.

"Splitter Webs!" He called out, and with it shot out a barrage of weblines that he grasped between his fingers tight. And with them he wrapped him in his cocoon, using his inertia to swing around him and only landing on the ground to change directions.

And once it was all said and done, Peter slid to a stop in front of him, stumbling some bit but quickly catching his balance.

"Ah ha!..." Peter panted softly, before putting his hand over his side while hunching over and lowering his head. He was getting tired, the adrenaline that was pumped into him from his Sixth Sense going berserk was dying down. And thanks to that, the injuries afflicted to him were catching up.

"Crap..." he spat out, his legs beginning to buckle under him, before giving out under the pressure and letting him fall to his knees. "K-Karen-"

_"I'm here! I'm doing the best I can, but the damage is extensive!"_ The suit AI spoke desperately _"Just stay awake!"_

"Right...P-Patch me to Gwen..." the young man groaned out. And with his command his HUD filled to signify the established connection in seconds.

"Pete, what's up?" Gwen's voice filled his ear. For a moment he didn't answer, trying to catch his belated breath as he leaned back and fell on his rear end.

"Peter? You there, man?" Gwen questioned, her voice laced with uncharacteristic concern.

"You...You found that hostage, right?..." He winced while he questioned, glancing up at the entrapped Pro in front of him.

"Yeah, I'm...I'm with her now."

"Great...I got Mighty Man tied up far away...Shouldn't have any trouble getting her to Evac..."

With that he heard a soft sigh of relief. _"And you're alright?"_

"Eh...I can feel my face..." The masked hero chuckled softly, growing a feint smile behind his mask. "I'm as fine as I can be...But please get her there, I think I'm gonna pass out..."

With that the call ended, leaving the young man alone while he struggled to stay awake.

"Hm...So your partner was after the hostage this whole time?" All Might queried, tilting his head.

"Yeah...I wasn't expecting to capture you, so...we decided to divided and conquered..." Peter huffed softly, the eyes of his mask widening in an almost relaxed expression. "Not the most heroic thing to do, leading the bad guy away...But I don't think I'm ready to go head-on again..."

He was ready to just collapse and blackout, he had already won. His stamina nearly depleted and body exhausted. The buzzing of his Sixth Sense seemingly done. The only thing that kept him conscious were All Might's words.

"As I thought. How predictable." He spoke, his now terror inducing grin growing onto his face.

Out of nowhere Peter's eyes widened, and before his eyes the thick cocoon of webbing that enveloped the Pro ripped away, as if it was paper, as he let out a gut wrenching cry.

That alone was enough to blow the injured hero-in-training back, letting him fly as All Might's simple flex broke through his prison.

Before his student could hit the ground he reached out to grab his leg, twisting his arm to hang him upside down in front of him. He was just barely conscious.

"Not a bad effort, Young Parker! But, there's so much room for improvement. I believe that."

As the blonde giant spoke he could barely hear the near inaudible mumbles he forced out.

"K-Karen...Insta-Kill...I...I need..."

_"I can't do that! If we activate that function the Healing Unit won't be active! You're compromised enough!" _

"B...But...I can't give up...I..." Peter attempted to reach his armored right hand to the man holding him triumphantly and defiantly. "I don't care what this is...I...refuse to sit back...and do nothing again..."

"Do you, now?" The Pro hero tilted his head. "You're exhausted, you can barely move. There's no point in figh-"

He was silenced by a shot of webbing splattering all over his face, causing the giant to groan in annoyance, using his free hand to peel it off.

"There's...always a point...Trust me..." Peter mumbled, coughing afterwards while his body soon went limp. He was entirely spent.

Still, deep down All Might couldn't help but commend him. There were few kids like him who could go against him, taking so many hits at twenty-five percent, and overpowering him somewhat at thirty. He had the potential to be a hero. But as he was now, he had a long way to go.

"Rest now, Young Parker. You fought adamantly." He spoke softly, a genius statement. Then he reeled his arm back, taking the masked hero with it, before swinging him forward and into a store building to his side, sending into a through the brick foundation, along with three more buildings right after, leaving him tumbling into the fifth vacant interior.

Nearly every student watching was wide eyed. The most notable being Yaoyorozou, who covered her mouth in utter shock and horror of just how brutally her classmate was put to rest. Possibly the strongest in the class, beaten within an inch of his life.

Pepper was devastated. Seeing him sprawled over the floor, struggling to try and move, outstretching his hand for what was now unreachable, before falling limp.

The blonde giant simply lowered his head, turning away from the direction he sent his student before stepping one foot forward. And then, in a flash he was gone, in a full on sprint to his next victim.

* * *

"G-Gwen, what's happening?!" Nemuri questioned, her voice trembling in fear. Not that her student seemed to care, she knew it was fake. But it was convincing.

"It doesn't matter if we lose. Now move it." Her voice was monotone, but it carried the exact message she wanted to convey. 'Shut up and let me do my job or I dangle you over the edge of this building'.

And being on the receiving end, Midnight immediately dropped the distressed victim response, only chuckling lowly out of nervous instinct. "Right!...I-I won't get in your way, then!...But, is Peter alright?"

"He's tired out, but he's fine." Gwen clarified as she walked down the flight of stairs of the skyscraper. As opposed to the second option that was to just jump out a window, which Nemuri deemed far too dangerous. For her, anyway.

"He even tied down Goldilocks, so that's the one and only problem out of our hair."

Hearing that a look of surprise swept the female Pro's face. "He took care of All Might?...That...That doesn't sound right..."

"I'd question what you mean by that, but I don't give a crap, so lets kee-"

Suddenly the hero-in-training halted in her tracks, leaving an unsuspecting Midnight to bump into her.

With a look of confusion she looked down at her student, tilting her head some. "What's wro-" She started, but was quickly cut off by a hand covering her mouth.

With the newfound silence the masked blonde narrowed her eyes, focusing her sense, using the floor beneath her to feel the dozens of floors below.

Something was coming. He was coming.

Without a word the arachnid reached out, wrapping her arm around her teacher and leaping down the flight of stairs in front of them, landing on her two feet and using her free arm to ram into the door beside them, leading to a new hall that was left untouched.

"You better be holding on!" She growled, going into a full sprint with Midnight wrapping her arms around her waist.

While behind her the predator came, shooting himself up the numerous flight of stairs in a single leap, only to grab the railing and swing himself into the concrete that crack and nearly gave way under the pressure as he landed feet first.

And looking back as he stood, he locked his sights on his prey.

"Dammit, Peter! You halfass!" Gwen growled while she made a sharp turn for the next corridor on her right, coming up on an office full of cubicles. Not the best place to end up, but it'd work.

She sped into the office room, ramming into the door and nearly blowing it off its hinges, before spinning around and using her foot to slam it shut. It wouldn't do much in terms of slowing the behemoth down on his own. Thankfully it seemed like the only entrance from that direction.

She set Kayami down on her feet, before jumping back and extending her arms towards the door. "Either grab something to fight back or run! I don't care which!" She declared, and before the R-Rated hero could respond she was already shooting out rope after rope of webbing from her wrists, all hitting the door and enveloping it in durable silk.

But there was no time for rest. As Gwen would say herself: "I did not get my neck broken five different ways just to lose!"

"So then what's the plan, hero?" Midnight questioned, only to get a cold glare as she narrowed her eyes.

"Quiet Ms. Safe and Slutty."

Hearing that the older woman immediately turned crimson, her eyes going wide as she set her hands on her hips sternly. Though out of embarrassment or anger was to be determined. "G-Gwendolyn Stacy! That's no way to ta-"

"We've seen the costume! Either you're a man-chaser or a virgin. I honestly wouldn't be surprised if you were the latter!"

And with that Nemuri was at a loss for words, leaving her student to continue.

"Now either help me find a way out of here or you're getting tossed out the window!" She declared, pointing towards the windows that displayed the outside world.

Including the fist that broke through the glass.

In a flash Gwen found her back against and going through the wall beside her, a familiar massive hand grafting to her face and slamming her into the floor, which broke under the intense force and sent her flying through to a lower level.

"And then there was one." All Might grinned, looking down through the newly made hole in the floor of the lobby the two barged into. What he saw broke his heart, but he had to persevere.

In his view Gwen laid, on her back, one of her arms rendered useless from the crushed bones inside. Her leg fractured just the same.

She struggled to get back to her feet, pushing herself up with her one good arm, only to fall back on her side. Her breath heavy and littered with groans of agony she attempted to hide, she looked up at the perpetrator as he took his leap, landing only a few feet in front of her.

"Oh you gotta be kidding me..." She groaned while she stared up, only to be grabbed by her hood and lifted into the air to look her predator in the eye.

"Stubborn to the end, aren't you?" He asked, reaching to her mask and slowly pulling it off to reveal her beaten face, blood smeared over the side of her face as gritted her teeth.

"Go screw yourself..." She spat out, alonf with actual blood as she spat into his face, marking his cheeks with her red fluids. A last act of defiance. "Goldilocks...Take that to your overzealous fucking grin..."

It was nothing to him, but still seeing that fire in her was more than welcome. It was enough to make him chuckle even as he used his free hand to wipe her blood from his cheek. "Stubborn indeed. I see why they chose Bakugo to host you."

"Really?...I don't see the resemblance abound me and Ticky Time Bomb Boy..." The blonde young woman let out a small chuckle, only to wince not long after. "Or...Are you saying we're both thick headed?..."

"Yes, something like that, I suppose."

From atop the civilian Hero ran through the destroyed wall into the lobby, stopping herself just short of falling into the hole in the floor. And with that perch point she could see clearly the near barbaric scene before her.

All Might let go of Gwen's hood. A breath of relief th should've been. But it was swiftly undercut by the giant hand grabbing her by the face, wrapping around her head.

And beginning to squeeze.

Gwen's eyes widened, and her facade of strength fell apart as she parted her lips. The only thing that left her was a blood curdling scream of utter agony. Her body began squirm and flail, kicking her one good leg and working through the pain to try and break free. But to no avail.

The idle students of 1-A watched on in terror. Not only was Peter beaten and thrown within an inch of his life, Gwen, with her enhanced healing factor was subjected to the torture of slowly having her skull caved in.

"Your teacher told me the feats of your Quirk." All Might declared over his student's screams. He took no joy in it. "You can regenerate on the cellular level as long as there's enough of those cells. Which includes brain cells. I can pop your head like a balloon and you'd grow it back."

Soon his grip tightened once more, and as it did her screams only grew higher.

"Forfeit the test, Miss Stacy!" He all but demanded, lifting her further up into the air. "Forfeit so this all can end!" He pleaded.

But to no avail. Even as she screamed at the top of lungs and flailed around, grabbing All Might's massive wrists with her dwarfed hands, she wouldn't break.

"Go fuck yourself with a rusty...pipe!..." She just barely spat through her gritted teeth, digging her nails into his arm even through the fabric.

Despite the seemingly impenetrable exterior he wore, his heart broke with every passing moment.

"It's over, Stacy. You've lost. Your partner has fallen, and we both know you aren't as strong!"

"Doesn't fucking matter!...You son of a bitch!..." Gwen spoke through clenched teeth and heavy breaths, slowly overcoming the pain of having her head squashed. "I'm not scared! Not of you...or anyone like this!...So shut the fuck up and do what you're gonna do!...Cuz otherwise I'm gonna kick your ass for kicking Peter's!"

It was no use. She was far too stubborn to quit. The best thing to do was end it quickly.

"Very well..." All Might spoke solemnly, staring her in the eye, while his grip tightened, and her screams grew once more.

However before he could finish the job, he was taken off guard by the hostage he was meant to overpower.

Throughout the altercation between teacher and student, Nemuri jumped down the hole in the floor and silently came up behind the behemoth. All while her Quirk worked up her pheromones under her clothes.

As a teacher shouldn't stand by and watch her student be tortured without doing anything. And knowing just how powerful All Might was and how little he seemed to hold back, it was only fair.

Without much thought to the strategy the civilian ran forward towards a giant, letting out a battle cry before leaping at him, much to his surprise as she wrapped her arms around his neck.

"W-What the-?!" He groaned out, before her forearm attempted to cover his mouth, her pheromones seething out the sleeve for him to breath in. Though it wouldn't knock him out, it was enough to leave him dazed.

Feeling his grip loosen the female spider was quick to push away with all her might, eventually falling to the floor and landing on all fours with a pained groan, a result of one of her legs not yet fully healed. But it was healed enough.

"Alright, time to go!" She spoke hastily, shooting out two weblines from both her wrists to hit All Might's ankles as she darted under him and between his legs.

Sliding to a stop and grabbing both weblines with one hand she shot another, hitting Nemuri's back and reeling back, sending the R-Rated hero flying back to her, landing in her arms to both their surprise.

There was no time to think about it however. "And now we run!" Were her words, turning and leaping into the air, all the way to the level above. And once she landed she bursted into a full-on sprint through the giant Pro sized wall, directly for the windows, much to her teacher's dismay.

"Wait a minute hold on!-" Nemuri stuttered to speak, wide eyed and flailing, just like a normal civilian would. Unfortunately Gwen wouldn't hear it.

"Yeah! Hold on, lady!" She yelled back, going full speed ahead with no sign of stopping. Especially once the floor under them began to buckle and shift.

Reaching the end of the office room the white and black spider leaped through the broken window, while the civilian screamed her heart out in her arms, not noticing her swing an arm out to shoot a webline. However an airborne tremor was her undoing.

Right behind her the floor gave way, breaking apart as the blonde behemoth blew through. The mere swat of his arm was enough to send the two heroines flying through the window in a wash of turbulent winds.

"Son of a bitch!" The blonde growled lowly, using her free hand and shooting out a webline under her as she flew back down to earth. And with her firm grip the silk stretched and tightened, before slinging her back upwards some, leaving her to swing away towards the edge of the city.

"Heh...Is that really how you want to play it?..." All Might growled lowly, putting his fist to his mouth while he coughed ferociously. Not just from the pheromones he was forced to breathe in.

When he looked down at his hand, what he saw hadn't surprised him. It was blood, a clear sign his time in this form was almost over. He had to end this now.

* * *

"Fuck me!" Gwen groaned passionately, more out of annoyance than anything else, holding the civilian in one arm tight while the two swung. "Who the hell thought it was a good idea to pair us with the counterfeit Captain-Hulk!"

"G-Gwen, dear I'm sure we're safe from All Might at this range! You can land now!" Was all she heard from the raven haired woman in her grasp, shutting her eyes tight while unintentionally squirming. "Or at least swing lower!?"

"That didn't at all answer my question."

However she wasn't one to deny the request. Not when she was so close. Letting her grip loose from her last webline she fell down to earth, veering to one of the lower buildings under her and landing on the roof. Not with any help from Nemuri, who was rambling and praying for dear life on the way down.

Landing on her feet and crouching down and letting the teacher fall from her arm with a groan.

"Okay! Okay, back on solid ground!...Or, roof..." Nemuri sighed, sitting up on her knees and lifting her hand to run through her hair, which had become a mess from the G-forces she was made to experience.

"Are you done?" Gwen spoke dryly, twisting her own head until she heard an audible crack. "I'd like to end this before I get my back smashed in again...So mind telling me how?"

"Gwen, I can't just tell you how to pass." Kayami spoke softly, standing up and setting her hands on her hips once more. "It's a point for a hero to always find their own way to victory-"

"Shut it with the pompous lecture. I get it!" The unmasked blonde groaned heavily while taking a stumbling step forward to her teacher. "All I'm asking for is clarification, so we can end this so I don't have to deal with this crap anymore!" Her tone elevated with each word, growing from monotonous to repressed and restrained aggression as she inched closer and closer, while Nemuri leaned back some, wide eyed in response. "Where. Do I. Put you?!"

"Y-You just need to get me to the edge of the city!" Midnight stuttered some, blurting her words out while pointing off into the distance, quite opposite of where they came through to the solid wall. "Then I'll be considered safe! I-It's that simple..."

"Thank you." Almost at the flip of a switch Gwen's demeanor grew stoic once more, gently patting her teacher's shoulder and pulling back to begin stretching her healing limbs. "So I can just throw you the rest of the way, then."

"A-Actually, you know you could just cuff him conversely..." Midnight gulped softly, crossing her arms under her cleavage with a nervous tone.

"Can't do that, bud." Gwen declared while crouching down to stretch her leg muscles, straightening one at a time with a hefty groan. "If you were paying attention you'd know Goldilocks balled it up into a paperweight. Meaning the only way we win is through you."

That was a surprise to be sure, for her anyway. "Wait, All Might broke the cuffs?!" Nemuri spoke out with a look of shock. "He can't do that!"

"Well he did, and I'm definitely paying for it." The hero-in-training training retorted bluntly, hopping back up into standing position. "Now lets hurry up befo-"

For a split second she froze, swinging her head back where they came, before quickly shifting her attention back to her main priority.

"Gwen? Dear, what's wr-"

Without a word Gwen darted for her teacher, wrapping her arm around her waist and leaping forward into the air, only seconds before the building below and in front of them were blown straight through by intense concentrated winds. Their predator had caught up to them.

"Jeez, this guy's like a machine!" She cursed under her breath, while the elder woman in her grasp on instinct began to squirm and yelp at the sudden movement and further elevation from the ground. "He doesn't stop...Doesn't bargain or feel pity...Oh God now I'm thinking like Peter!"

"Detroit!..." The haunting triumphant voice called out, causing the two to turn their heads to the source.

"Oh c'mon!"

"SMASH!" At his word the Pro rammed his fist forward, cutting the air with his strength and sending a cyclone of wind down below, to engulf the both of them and running them into the ground.

* * *

The crash of air on asphalt, even from afar was enough to snap Peter back to consciousness, the eyes of his mask opening dimly and weakly. Though he was quickly snapped back to his senses with the sharp pain in his ribcage. Something had to of been knocked loose in there.

Slowly he struggled to get up, stumbling once he got onto his feet and leaning against a slab of debris.

"Alright...I'm a lot more durable than I thought..." He huffed softly between breaths. "Which says a lot, considering..."

_"Peter, you shouldn't be moving!"_ Karen's voice filled his ears, which had only now stopped ringing.

"Yeah...Figured that much..." The young man chuckled softly, only to wince with a heavy groan, gripping one of his sides as he fell on his knee.

_"You took a lot of damage. You need to rest! Let the Healing Unit do its job and-"_

"I can still move..." Peter choked out, planting a foot forward while lifting an arm, before shooting a webline from his webshooter, sending it out the interior he was left for dead in to splat on the wall of a building across the street. "I'm still standing. Meaning I'm not finished yet..."

* * *

The female arachnid's vision had become hazy, much like most of her senses. Being smushed between a hurricane and hard concrete as well as dragged through the street had been a major factor.

The last she knew what was happening she held Nemuri in one of her arms, but 8n a knee jerk reaction threw her aside with a webline sticking to her leg and the wall of a building an entire block back. And then hard asphalt cracking with the pressure of the blow, digging through the ground below.

Eventually she was sent flying through the air after hitting a slab of the broken away street, her body going limp as she made her way back to the ground face first and slid to a stop.

Her body was ruined. Once again she couldn't feel her legs, or any of her body aside from her neck and one arm. All she could do was dig her fingers into the tarmac in front of her with a restrained groan of pain. She barely noticed the brute step closer while she tried to somehow get up.

"I'm impressed!" All Might declared as he stared down at his student. "You and your partner. You're persistent to the very end."

The unmasked blonde looked over her shoulder to him, gritting her teeth while her breath stayed heavy. Still she was as calm as before.

"Is that so?...What, do I get a cookie?..." She winced while pushing herself onto her back to look back up at him. "Maybe a brownie?..."

"Cute." In only a few moment the behemoth of a man towered over the young girl, balling his hand into a fist. "But it's over now. Forfeit."

To that, Gwen turned her head to the side, spitting blood and spit knocked out. Along with one of her back teeth. "Why would I do that?...Sounds like quitter talk...Is that what you think of me?..."

That was far from the case. Slowly the Pro Hero reeled his arm back staring down the defenseless hero-in-training. Just a teen. Just a kid.

"I don't think that at all...You'll make a fine hero. But now it's time to rest."

It was over. She couldn't fight back. Couldn't move out the way, and her vision was beginning to blur. Still he wouldn't get the satisfaction of her giving up. All she could do was smirk with a bloody lips.

"Do your best not to hit like a girl..." Was her last remark.

And then, the unthinkable happened.

Just as the Number one would land the final blow, he was met himself with a fist to the face, strength amplified by the gauntlet around the young masked man's arm. For the first time he wasn't holding back.

Gwen's eyes widened in shock of it all. There Peter was, having leaped from a nearby building, using the momentum from his angle fall and putting his while weight into the punch. He was finally fighting back.

With the kenetic burst of the gauntlet to accompany the wild hit that sent him a few inches off his feet, All Might was blasted back, into one of the shops to the side, while his opponent was blown back upwards into a wall, which he was quit to stick to.

His breath, much like his partner's, were heavy. Seeing as it was already a challenge just staying on his feet, with his suit's Healing Unit being the only thing keeping him from collapsing.

"Gwen?!...How're you holding up?..." He asked between breaths, curling the fingers of his right hand just to make sure he could still feel it.

"Can't feel three fourths of my body!" She called back, wincing from over asserting her lungs, which had collapsed and slowly reformed. "Midnight's a block back! Go get her and get her over the wall!..."

"Wait, Miss Kayami?" The foreign hero gave a look of expression with the eyes of his mask. But it was no time to think about it, just move. Without another word he jumped off the wall he stuck to, shooting out a webline and swinging back where his classmate came.

However behind his foe still stood, leaping through the debris of the structure he was thrown through and landing onto his feet with a sliding stop.

"Heh...Finally going on the offensive!...Better late than ever..." All Might spoke through gritted teeth. Not from pain, but from strain. His powered for was slipping away. Without even using half of One For All this constant use at a higher level was taking its toll. He only had a few more minutes at best. "Lets finish this, Young Parker..."

Meanwhile down the block:

"Urgh!...C'mon, come loose..." Nemuri grumbled under her breath, tugging at the webline that left her dangling from her leg on the side of a building. But it was no use, it wouldn't budge with her only average strength. And then her hands couldn't pull away.

"Oh you gotta be kidding me..." She groaned our in frustration. And why wouldn't she? "My students were both beaten to bloody pulps, I can't do anything about it, and my hands are stuck!...I don't think this can get any worse."

"Oh, should I come back later?"

At the sound of a new voice Midnight perked up some, looking up to the ground to be met with her red and blue arachnid, having stood himself up with a noticable hunch after landing. And his voice was strained.

She knew he had been beaten and battered. Just taking twenty percent of his power must have been a challenge for Peter. And yet he was still standing.

"Peter! Er, Mister Parker!" Nemuri gasped softly in both surprise subtle joy. Though it quickly went away once she realized her current predicament, tugging her hands away from the adhesive silk only to fail miserably. "You...wouldn't mind getting me down from here, would you Spider?..."

"Yeah...Give me a minute..." He nodded, crouching down some before leaping up into the air and onto the wall with his teacher, sticking to the surface just above her. Even if he somehow slipped as he struggled to stay awake, it was quite impressive for the female Pro to watch.

_"Peter, it is imperative you stop and rest!" _Karen spoke in his ear, but to no avail as he turned to look down to Kayami, lifting a hand over the webline while grabbing her wrist with the other to keep her from plummeting.

"I'm fine, Karen!...I'm alright..." He huffed to himself.

"What was that?" The webslinger's eyes immediately widened hearing the hostage's voice, to which he shook his head in response.

"N-Nothing, everything's okay..." He spoke offhandedly. A worrying response from someone who was anything but. "De-Webbing Age-" He started, only for his eyes to widen. He was coming.

"Ah crap..."

"Peter?..." Kayami started with a worried gaze. Like a mother to a troubled child. "What's wrong? You can tal-"

Quick as a flash Peter let a determined cry, reeling his armored arm back as the circuitry within whirred and lit up. Before he thrusted it forward into the side of the building, immediately blowing through it.

The concussive impact resulted in a sudden gust of concentrated wind, taking the young man off guard, much like Nemuri while the two were blown back from the wall with a smokescreen of dust and debris. It was as strong as All Might's own attack, from what Peter could deduce. Certainly enough to strain his right arm. His scarred arm, the bones beginning to crack under his skin.

"Gah! Crap!..." Peter gritted his teeth behind his mask, wincing from the pain. Were Mei's adjustments knocked loose with his first go-round? Or was it something else? Was it his own strength that was a detriment to his limb?

There was no time to think about it now. He just had to move.

Reaching out with his strained arm he grabbed the now fleeting webline that blew in the wind with a near unbreakable grip he shot another silk line to the interior of the building, reeling his arm back once the other end hit. And with it he threw himself and his teacher inside. Much to All Might's own surprise while he blew straight through the cloud of debris before landing with a sliding stop.

His line of sight was cut. Everyone's line of sight was cut.

And from the refuge of the teacher's prep room, Quentin merely smirked. "There you go..."

Spinning around with a sloppy land as his back hit the wall while his feet stuck to the surface, the masked young man spread his arms to catch Midnight. And the moment she crashed into him, with a pained groan from her weight pushing into his chest, he wrapped his arm around her tight.

"O-Okay! Yeah no, that definitely hurts..." He winced to himself, groaning in utter pain. Not just from his cracked ribs. His right hand which held onto Kayami twitched, shaking while his body pumped him full of adrenaline to compensate, among other things.

"Peter?!" His teacher stared to him with nothing but worry. She could feel his shaky grip around her waist while watching him reel his head back in discomfort. "Peter, stay with me. Stay with me!..."

"Your chest...crushing my lungs..."

"Huh?" She raised a brow in confusion, before looking down. She hadn't noticed her heavy bust was pushing against his chest. Even if it wasn't her fault, seeing as her hands were still relatively stuck to her knee. "O-Oh dear, I am so sorry!"

"It's fine!..." The young man grunted softly, looking forward with his lenses narrowing. "Just keep holding on..."

With that he raised his free arm up to the ceiling, shooting out another line to splat above. It was all or nothing now.

"Heh...What's he doing now?..." All Might mumbled to himself from the street, hunched over in exasperation from the strain of using his muscle form to the extent he had. "He's beaten...Does he think he can sneak one past me?..."

No, that wasn't the point of this exam. He had always tried run, save, fight as indirectly as possible. It may work some times, but he had potential, just like his own Izuku Midoriya. He could handle a fight with twenty-five percent of All Might's power where most would fall. His strength was on par with thirty percent. But he was too scared to use it. To scared to throw a punch without reinforcement he didn't need. A mold he had to break.

"What will you do, Spider-Man?..."

A moment of silence washed over the vacant street. A moment of preparation for this final stretch. Even if it only last a few mere seconds, close to a minute, it felt like an eternity for both sides.

And then, with a concussive blow that blew the side of a building off, the silence ended.

And Flying through the dust and debris Peter was, Nemuri on his back holding on tight, to no one's dismay. He was as quick as he could be, hitting the floor of the next rooftop running at full speed. And his right arm getting worse. At this rate he had three more hits before either his arm gave way, or the gauntlet broke. He didn't know which, but it didn't matter.

"Are you alright, Miss Kayami?!" He called back while looking over his shoulder to the woman riding him.

All he got was a frantic nod, holding on tight with her arms around his neck while he held her up with his hands holding her thighs.

"Good! Just keep holding on!" Because now wasn't the time to think.

"Oh no you don't!" The Number One Pro smirked, crouching down before shooting himself into the air with a strong gust of wind that cracked the very ground he propelled himself from. "You don't get to just run away!"

Hearing him Peter only narrowed his eyes, looking ahead while his opponent reeled his arm back, before propelling himself through the air on sheer strength alone. And he saw it immediately.

He was going for a full contact hit. And he slowed down again. Was this on purpose? To see his reactions while holding a civilian? It didn't matter.

"PENNSYLVANIA! SMAAASH!"

He did the first thing to come to mind, reaching the end of the line of rooftops in front of him. But just before he reached the ledge he leaped up into the air, backflipping and just narrowly avoiding All Might's turbo charged fist.

He had to of slowed down, before he could barely keep up with his attacks! And now all of a sudden this giant was just at his level of speed? Was All Might going easy on him? No, down to the white it had to be something else. And that rung around the young American student's mind. But there was no time for such a thought, it didn't matter.

He gave them an opportunity to save this woman. He was going to take it.

His right arm reeling back once more and circuitry whirring to life in his gauntlet, balling his hand into a fist that held his grief and anger, without even thinking about it.

Even if this was just a test, even if she wasn't in real danger, he refused to do it again. Not when he could stop it!

"Not when I'm still standing!"

Looking over his shoulder the giant's eyes went wide. Hearing such raw determination in Peter's voice...So much like his own successor.

With a cry the masked hero threw his punch, landing his strike square on his opponent's cheek, enough strength to throw the unmovable wall off balance, before the concussive blast sent him flying straight into and through the ground.

And it was enough to blow both Peter and Kayami intobthe stratosphere, the concussive force throwing them both back while his right hand cracked more under the pressure.

Without thought the young arachnid shot out a webline, hitting the street below to anchor himself and his hostage, who held on for dear life. It was pretty impressive to him to say the least.

"You got a good grip?!..." He looked over his shoulder towards the older woman, not much caring for his growing injury. Perhaps it was the combined adrenaline of the fractures and his Sixth Sense on constant buzz.

"I-I'm fine, Miste-...Finish this, Spider-Man!" Nemuri nodded, growing a soft smile as the waves died down.

"That's the idea! Keep that grip!"

With that and a pull on his webline the two were pulled back down to Earth, peter shooting out another line before they hit and using the momentum to swing off.

"Gwen said we just need to get you to the wall, right?!" Peter questioned, the eyes of his mask narrowing some. "Anything else I need to know?!"

"No, you just need to get me to the wall!"

"Seems pretty!...Straight forward..."

"Peter?..." Nemuri spoke softly while looking down at the young man she held onto.

All that adrenaline was quickly dying down, being overwhelmed by his ever growing injuries. He needed to rest, but he wouldn't. Not until this was over.

And then, he broke.

The eyes of his mask widened, having just let go of his last webline to shoot out another, before he froze in seized pain. Part of his ribcage broke, with shards digging into his lung.

Unable to stop he fell to the ground, landing on his face and sliding to a literal grinding halt. Hid teacher was sent flying forward on impact, landing and tumbling just a few feet in front of him, landing on her back.

The older woman let out a pained groan, rolling on her side towards the young man who laid in the middle of the street. His breathing was heavy and singed in distress while he tried to get back up, but to no avail. His recklessness was catching up with him.

"Peter? Peter!" Midnight swiftly crawled to his side, slipping her hand under his back to flip him over, only to cease once he growled out in pain. "Peter, what's wrong?! Say something!"

"Ribs...Can't breathe!..." Was all he could choke out between pained breaths. It was over.

Hearing that Midnight put a hand over her mouth. He tried so hard to get her over the line, against what was essentially an unmovable wall. And now he was paying for trying to overcome it.

Quickly she lifted her hand to her ear, her voice panicked and shaky as she spoke. "Hello? Recovery Girl, I have a student in need of medical assistance! His...His ribs might be broken! He's started to struggle breathing..."

In fact, he had begun to gasp reactively between certain breaths, his own rib shards close to cutting through the meat it was met to protect.

Still he wouldn't stop. Still trying to get up on his feet while the eyed of his mask narrowed further, before suddenly widening.

The ground began rumble beneath the two, getting closer and closer before the blonde giant blew through the tarmac and into the air only to land a few feet in front of his student. His aura steaming like he was ready to burst into flames.

"And what do we have here?" the blonde questioned while taking a step forward, while Midnight held Peter's head and rested it in her lap, her stance shifting from the damsel in distress to the motherly to a endangered cub.

"Toshinori!" She spoke up, staring up at the Pro while undoing the top of her shirt to let her Quirk breathe. "It's over! He's had enough, he's at his limit! He needs medical attention..."

Hearing that All Might's grin soon faded. Of course. Only giving him just under half of his power was too much. Where most adversaries fell in one punch he stood right back up for more. But there was only so much a man could take.

Except he wouldn't back down. Looking down at the poor boy Nemuri watched as he lifted his armored arm forward, the components inside lighting up as he prepared to swipe away. If he was right, the motion would propel him and Kayami to the the finish line.

However before he could prove such half baked theory he felt a motherly hand over his, before his mask was pulled out and he was made to breathe in her pheromones.

"Ssh...Sleep for me, darling. It'll be alright..." She cooed softly as she stroked his cheek, his eyes beginning to flutter as he struggled to keep himself awake.

It wasn't long until he drifted off, his body going limp in her embrace while the device around his arm powered down.

The two Pros only watched their young student, one with a stoic glare hiding his regret and the other wearing her utter concern on her sleeve.

Truly he fought apparently. And truly he would never give in.

Even if he failed, within Beck's eyes, the two all but succeeded. And the two of them will.

* * *

_Author's Note!_

_This took a lot longer than it should've and was a lot more frustrating to write, because we'recdealijg with an inexperienced versatile heavyhitter and essentially a blonde wall. That and, in the middle of writing I divided my focus on other literatures, including spin-offs and shorts related to this story! Including a movie-like short story! Probably._

_Also, I want to thank everyone who's been reading this, especially from the beginning throughout the criticism and everything. I actually can't believe it's been a year since we started all of this, and I thought I'd get further by now. But I'm glad I got here._ _This is the biggest story I've ever made and it was just gonna be a harem love story!_

_And to clarify: this, nor the next chapter is the end. Because I have an arc to get through and I plan to put Midoriya and Peter through the wringer before the end of it._

_So put your reviews, criticisms down. Let me know what you think. We want this thing to be as good as possible, right? I love you._


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